HomeMy WebLinkAboutPermit ��'���
N�C PAG-16-002
OPERATING PERMIT AND AGREEMENT
between the City of Renton and West Isle Air, Inc. (dba Friday Harbor Seaplanes).
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON
MUNICIPAL AIRPORT AND AN AGREEMENT (hereinafter "Operating Permit") between THE CITY
OF RENTON, a Washington municipa) corporation (hereinafter "Permittor"), and West Isle Air,
Inc., a Washington corporation (hereinafter "Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUBLEASE:
1.1. Pursuant to lease agreement LAG 005-91, executed on November 14, 1991, the
Permittor granted a lease of the parcel located at 860 West Perimeter Road, Renton,
Washington 98057 to Northwest Seaplanes, Inc., as Lessee, for the purpose of operating a
hangar, tie down, maintenance, and Seaplane charter operation, which includes/included
aircraft maintenance including inspection, major and minor repair, and major and minor
alteration of airframes, aircraft engines, avionics, aircraft interiors, and aircraft components,
storage and tie-down of aircraft, both indoors and outdoors, commercial flight operations, and
any operations conducted under 14 CFR Part 91 and 14 CFR Part 135, and aircraft servicing with
fluids.
1.2. Thereafter, Lessee sublet a portion of the subject premises to West Isle Air, Inc.,
(Permittee) by a Sublease Agreement, executed on January 4, 2016, for the purpose/purposes
of operating a charter and scheduled seaplane operation on and within the subleased premises,
as described in Exhibit C to this Operating Permit, located at 860 West Perimeter Road, Renton,
Washington 98057. The term of the sublease is month-to-month with no expiration.
1.3. The Sublease Agreement executed on January 4, 2016, between Lessee and
Permittee and the Lease Agreement executed on November 14, 1991, between the Permittor
and the Lessee are both attached hereto as Exhibits A and B, respectively, and incorporated by
this reference.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The Premises leased by Permittee, is described in
Exhibit A to Sublease Agreement between the Lessee and the Permittee.
2.2. Common Areas: Permittee, and its authorized representatives, subtenants,
assignees, agents, invitees, and licensees, shall have the right to use, in common with others,
on a non-exclusive basis and subject to the Airport Regulations and Minimum Standards (as
they may be amended from time to time) pursuant to Section 8.5 betow and subject to the
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City of Renton to West Isle Air, Inc.
terms of its sublease, the public portion of the Renton Municipal Airport (aka Clayton Scott
Field, hereinafter referred to as "Airport"), including the runway and other public facilities
provided thereon.
2.2.1. Notwithstanding anything in this Operating Permit to the contrary, Permittor
acknowledges that direct access to the taxiways, runway, the W36 seaplane launch ramp, and
the W36 seaplane docks from the Premises is essential to the conduct of Permittee's business
on the Premises and, except during construction activities occurring on the taxiways, runway,
W36 seaplane launch ramp, and W36 seaplane docks or weather-related events, Permittor
shall not do anything that would interfere with direct access to the taxiways, runway, W36
seaplane launch ramp, and W36 seaplane docks by the Permittee and its representatives,
subtenants, assignees, agents, invitees, and licensees during the Term of this Operating Permit,
PROVIDED that if Permittor plans any construction activity on the taxiways, runway, W36
seaplane launch ramp, or W36 seaplane docks Permittor will schedule such activity to the best
of its ability so as not to interfere with Permittee's use of the Premises, the taxiways, the
runway, the W36 seaplane launch ramp, or the W36 seaplane docks and will notify Permittee
of any plans for such activity not less than six months in advance of the commencement of
such activity, and will consult and coordinate with Permittee to ensure that such activity does
not interfere with Permittee's use of the Premises, the taxiways, runway, the W36 seaplane
launch ramp, or the W36 seaplane docks except that in the case of an emergency Permittor
may proceed with such activity without notice to the Permittee and will use its best reasonable
efforts not to interfere with Permittee's use of the Premises, taxiway, runway, the W36
seaplane launch ramp, or the W36 seaplane docks in addressing such emergency. For purposes
of this provision, an "emergency" is a condition that presents an imminent threat of bodily
injury to or death of any person or loss of or significant damage to any property.
3. CONDITIONS:
3.1. Specific Conditions: This Operating Permit, and Permittee's rights and
permitted uses under this Operating Permit, are subject to the following:
3.1.1. Easements, restrictions, and reservations of record;
3.1.2. The Airport Regulations and Minimum Standards pursuant to Section 8.5
below, including Permittor's standards concerning operation of aviation activities from
the Airport; and
3.1.3. All such non-discriminatory charges and fees for use of the Airport as
may be established from time to time by Permittor as set out in Section 5.3. of this
Operating Permit.
3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to be
a conveyance of the Airport, and shall not be construed as providing any special privilege for
any public portion of the Airport except as described herein. The Permittor reserves the
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City of Renton to West Isle Air, Inc.
absolute right to lease or permit the use of any portion of the Airport for any purpose deemed
suitable for the Airport, except that portion that is permitted hereby.
3.3. Nature of Permittor's Interest: It is expressly understood and agreed that
Permittor holds and operates the Airport, and the Premises under and subject to a grant and
conveyance thereof to Permittor from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
and recorded in Volume 2668 of Deeds, Page 386; and further that Permittor holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that the Permittee also accepts and will
hold and use this Operating Permit and the Premises subject thereto and to all contingencies,
risks, and eventualities of or arising out of the foregoing, and if this Operating Permit, its Term,
or any conditions or provisions of this Operating Permit are or become in conflict with or
impaired or defeated by any such legislation, rules, regulations, contingencies or risks, the
latter shall control and, if necessary, modify or supersede any provision of this Operating
Permit affected thereby, all without any liability on the part of, or recourse against, Permittor
in favor of Permittee, provided that Permittor does not exceed its authority under the
foregoing legislation, rules and regulations.
3.4. Future Development/Fundin�: Subject always to Permittee's rights under Section
2.2.1 of this Operating Permit, nothing contained in this Operating Permit shall operate or be
construed to prevent or hinder the future development, improvements, or operation of Airport
by Permittor, its agents, successors or assigns, or any department or agency of the State of
Washington or of the United States, or the consummation of any loan or grant of federal or
state funds in aid of the development, improvement, or operation of the Renton Municipal
Airport. But Permittor's exercise of such rights shall not unreasonably interfere with
Permittee's rights under this Operating Permit.
4. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT
4.1. Sublease Term: The term of the sublease to West Isle Air, Inc. is on a month-to-
month basis effective January 4, 2016.
4.2. Operatin� Permit Term:
4.2.1 Month-to-Month Tenancy: The Term of this Operating Permit is month-to-month.
The Operating Permit shall expire within 24 hours of the termination of the month-to-month
sublease between Lessee and Permittee. In no event will the Term of this Operating Permit be
effective beyond April 30, 2021, so long as the sublease remains a month-to-month sublease.
Except, the Operating Permit Term may be extended beyond April 30, 2021 upon Permittee's
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City of Renton to West Isle Air, Inc.
written request to Permittor no earlier than December 31, 2020, and no later than February
28, 2021.
4.2.2 Fixed-Term Tenancy: In the event Permittee and Lessee modify the term of their
sublease to a fixed term, this Operating Permit is extended to be in effect for the fixed term as
modified between Lessee and Permittee. In no event will the term of this Operating Permit
and Agreement be extended beyond April 30, 2021. Except, the Operating Permit Term may
be extended beyond April 30, 2021, upon Permittee's written request to Permittor no earlier
than December 31, 2020, and no later than February 28, 2021.
4.2.3 Maximum Term: In no event will the Term of this Operating Permit be extended
beyond December 31, 2029.
5. RENTAL (for informational purposes only):
5.1. Rent on Lease: As rental for the premises described in LAG 005-91 and addenda
thereto, Lessee has agreed to pay Permittor $0.62 per square foot per year on 91,545.57
square feet for a total of fifty-six thousand seven hundred fifty eight dollars and twenty five
cents ($56,758.25) per year or a monthly rental in the sum of four thousand seven hundred
twenty nine dollars and eighty five cents ($4,729.85). These sums exclude leasehold excise tax
collected by the Permittor. The Rental amount set out herein is subject to Periodic Rental
Adjustments as set out in Section 3.2.2 in lease LAG 005-91.
5.2. Rent on Sublease: As rental for the premises described in Section 2, above, during
the term of this permit, Permittee has agreed to pay Lessee a monthly rental in the sum fifteen
thousand dollars ($15,000.00) per year or a monthly rental in the sum of twelve hundred fifty
dollars ($1,250.00) which does not include leasehold excise tax. In the event Lessee fails to pay
the rent identified in Section 5.1. and any future rental rate increases, then Permittee may,
whether Permittee subleases all or part of Lessee's Airport leasehold interest as described in
LAG 005-91 and addenda thereto, pay said rent, when due. In the event neither Lessee nor
Permittee pay said rent, then the Permittor may terminate this permit with ten (10) days'
written notice.
5.3. Other Char�es: Permittee further agrees to pay, in addition to the rental specified
and other charges hereinabove defined, all fees and charges now in effect or hereafter levied
or established by Permittor, or its successors, or by any other governmental agency or
authority, being or becoming levied or charged against the premises, structures, business
operations, or activities conducted by or use made by Permittee of, on, and from the leased
premises which shall include, but not be limited to, all charges for light, heat, gas, power,
garbage, water and other utilities, Aircraft Rescue and Fire Fighting services or services
rendered to said premises. In the event Lessee fails to pay the other charges identified in this
Section 5.3, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in lease LAG 005-91 and addenda thereto, pay said other
charges, when due. In the event neither the Lessee nor the Permittee pay said other charges,
then the Permittor may terminate this permit with ten (10) days' notice.
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City of Renton to West Isle Air, Inc.
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 005-91 and addenda thereto, pay said tax or charge,
when due. Such tax or charge shall be in addition to the regular monthly rentals. In the event
neither Lessee nor Permittee pay said tax or charge, then the Permittor may terminate this
permit with ten (10) days' notice.
6. PAYMENT OF UTILITIES AND RELATED SERVICES:
6.1. Whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG 005-91 and addenda thereto, if Lessee fails to pay such utilities and service
charges, then Permittee may pay all light, heat, gas, power, garbage, water, sewer and
janitorial service used in or on the Premises when due. In the event neither Lessee nor the
Permittee pay said utility or service charges, then the Permittor may terminate this permit with
ten (10) days' notice.
6.2. Permittor shall not be liable for any loss or damage caused by or resulting from any
variation, interruption, or failure of said utility services due to any cause whatsoever; and no
temporary interruption or failure of such services incident to the making of repairs, alterations
or improvements, or due to accident, strike, act of God, or conditions or events not under
Permittor's control, shall be deemed a breach of the Permit or as an eviction of Permittee, or
relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES:
7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that the Permittor has complied with all the
requirements imposed upon it under the terms of this Permit with respect to the condition of
the Premises at the commencement of this term. Permittee hereby accepts the Premises
subject to all applicable zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Permit subject thereto and
to all matters disclosed thereby and by any exhibits attached hereto. Permittee acknowledges
that neither Permittor nor Permittor's agent has made any representation or warranty as to
the suitability of the Premises for the conduct of Permittee's business or use. Except as
otherwise provided herein, Permittor warrants Permittee's right to peaceably and quietly enjoy
the premises without any disturbance from Permittor, or others claiming by or through
Permittor.
8. PURPOSE AND USE:
8.1. Use of Premises: The Premises are leased to the Permittee for the following
described purposes as requested in the Permittee's Airport Lease And Operating Permit
Application dated December 19, 2015.
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8.1.1. Seasonal scheduled flights to and from the San Juan Islands in accordance with
the Airport Regulations and Minimum Standards pursuant to Section 8.5 below.
8.2. Continuous Use: Permittee covenants that the Premises shall be continuously
used for those purposes during the term of this Operating Permit, shall not be allowed to stand
vacant or idle, and shall not be used for any other purpose without Permittor's written consent
first having been obtained. Consent of Permittor to other types of activities will not be
unreasonably withheld.
8.3. Non-Aviation Uses Prohibited: Permittee agrees that, except as expressly provided
above, the Premises may not be used for uses or activities that are not related, directly or
indirectly, to aviation.
8.4. Si ns: No advertising matter or signs shall be at any time displayed on the
subleased premises or structures without the written approval of Permittor, which will not be
unreasonably withheld. One sign, or signs, of the type and dimensions specified by the Airport
Manager, shall be permitted to be displayed on the Rainier Avenue and Airport Way entrance
fences through the termination date of this Operating Permit.
8.5. Conformity with Rules: Permittee further covenants to keep and operate the
Premises and all structures, improvements, and activities in conformity with all rules,
regulations and laws now existing or hereafter adopted by Permittor, including the Airport
Regulations and Minimum Standards which are incorporated herein by this reference, the
Federal Aviation Administration, the State Aeronautics Commission, or other duly constituted
governmental authority, all at Permittee's cost and expense.
8.6. Waste, Nuisance, Ille�al Activities: Permittee shall not permit any waste, damage,
or injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance
thereon, nor the use thereof for any illegal purposes or activities.
8.7. Increased Insurance Risk: Permittee shall not do or permit to be done in or about
the Premises anything which will be dangerous to life or limb, or which will increase any
insurance rates upon the Premises or other buildings and improvements at the Airport.
8.8. Aircraft Re�istration Compliance: The Permittee is hereby notified of the
Washington State law concerning aircraft registration and the requirement that the Permittee
comply therewith. See Title 47.68.250 RCW: Public Highways and Transportation.
9. HAZARDOUS SUBSTANCE USE:
9.1. Permittee's Representation and Warrantv: Permittee shall not dispose of or
otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the
Property, or in any Permittee improvements or alterations placed on the Premises by
Permittee. Permittee represents and warrants to the Permittor that Permittee's intended use
of the Premises does not and will not involve the use, production, disposal or bringing on to
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City of Renton to West Isle Air, Inc.
the Premises of any hazardous substance, hazardous material, waste, pollutant, or
contaminant, as those terms are defined in any federal, state, county, or city law or regulation
(collectively, "Hazardous Substances") other than fuels, lubricants and other products which
are customary and necessary for use in Permittee's ordinary course of business, provided that
such products are used, stored and disposed of in accordance with applicable laws and
manufacturer's and supplier's guidelines. Permittee shall promptly comply with all laws and
with all orders, decrees or judgments of government authorities or courts having jurisdiction,
relating to the use, collection, treatment, disposal, storage, control, removal or cleanup by
Permittee of Hazardous Substances, in, on or under the Premises, or incorporated in any
improvements or alterations made by Permittee to the Premises, at Permittee's sole cost and
expense.
9.2. Standard of Care: Permittee agrees to use a high degree of care to be certain that
no Hazardous Substances are improperly used, released or disposed in, on or under the
Premises during the Term by Permittee, or its authorized representatives or assigns, or are
improperly used, released or disposed on the Premises by the act of any third party.
9.3. Compliance Notification: In the event of non-compliance by Permittee, after
notice to Permittee and a reasonable opportunity for Permittee to effect such compliance,
Permittor may, but is not obligated to, enter upon the Premises and take such actions and
incur such costs and expenses to effect such compliance with laws as it deems advisable to
protect its interest in the Premises, provided, however that the Permittor shall not be
obligated to give Permittee notice and an opportunity to effect such compliance if(i) such
delay might result in material adverse harm to the Premises or the Airport, or (ii) an emergency
exists. Permittee shall reimburse Permittor for the full amount of all costs and expenses
incurred by Permittor in connection with such compliance activities and such obligation shall
continue even after expiration or termination of the Term. Permittee shall notify Permittor
immediately of any release of any Hazardous Substances in, on or under the Premises.
9.4. Indemnitv:
9.4.1. Permittor shall have no responsibility to the Permittee, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or other federal, state, county or municipal
laws, in the event of a release of or disposition of any Hazardous Substances in, on or under
the Premises during the Term that were caused by Permittee. Permittee shall defend,
indemnify and hold harmless Permittor, its officials, employees, agents, and contractors
(hereinafter "City Indemnitees") from any claims (including without limitation third party
claims for personal injury or real or personal property damage), actions, administrative
proceedings,judgments, penalties, fines, liability, loss, damage, obligation or expense,
including, but not limited to, fees incurred by the Permittor or City Indemnitees for attorneys,
consultants, engineers, damages, environmental resource damages, and remedial action under
RCW Chapter 70.105D or other remediation, arising by reason of the release or disposition of
any Hazardous Substances in, on or under the Premises during the Term that are caused by
Permittee.
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City of Renton to West Isle Air, Inc.
9.4.2. Permittee shall have no responsibility to the Permittor, or any other third party,
for remedial action under RCW Chapter 70.105D, or other federal, state, county or municipal
laws, nor shall Permittee have any other liability or responsibility of any kind, in the event of
the presence, release, or disposition of any Hazardous Substance on, in or under the Premises
unless such presence, release, or disposition of any Hazardous Substance was caused by
Permittee. Permittor shall defend, indemnify and hold harmless Permittee, and their directors,
officers, agents, employees, and contractors (collectively, "Indemnittees") from any claims
(including without limitation third party claims for personal injury or real or personal property
damage), actions, administrative proceedings,judgements, penalties, fines, liability, loss,
damage, obligation or expense, including, but not limited to, fees incurred by Permittee or any
Indemnitee for attorneys, consultants, engineers, damages, environmental resource damages,
and remedial action under RCW Chapter 70.105D or other Remediation, arising from or in
connection with the presence, suspected presence, release or suspected release of any
Hazardous Substances in, on or under the Premises that is not caused, in whole or in part, by
Permittee or the Indemnitees.
9.4.3. The provisions of this Subsection 9.4 shall survive the expiration or sooner
termination of the Term. No subsequent modification or termination of this Operating Permit
by agreement of the parties or otherwise shall be construed to waive or to modify any
provisions of this Section unless the termination or modification agreement or other document
expressly so states in writing.
9.5. Dispute Resolution: In the event of any dispute between the parties concerning
whether any Hazardous Substances were brought onto the Premises by Permittee, or whether
any release of or disposition of any Hazardous Substance was caused by Permittee, the parties
agree to submit the dispute for resolution by arbitration upon demand by either party. Each
party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree within
a period of thirty (30) days after such appointment, as that term is defined in Section 9.5.1 of
this Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental
consultants with experience in the identification and remediation of Hazardous Substances.
The arbitrators shall make their decision in writing within sixty (60) days after their
appointment, unless the time is extended by the agreement of the parties. The decision of a
majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the
cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
9.5.1. Appointed Arbitrators: The two appointed arbitrators shall meet, and shall make
their decision in writing within thirty (30) days after the date of their appointment. If the
appointment date for either arbitrator is later than the other, the latter date shall be the
appointment date for purposes of the thirty (30) day deadline. If the two arbitrators are
unable to agree within a period of thirty (30) days after such appointment, they shall, within a
period of thirty (30) days after the first thirty (30) day period, select a third arbitrator. Is such
third arbitrator has not been setected or if such third arbitrator has not accepted such
appointment within such thirty (30) day period, either Permittor or Permittee may apply to the
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City of Renton to West Isle Air, Inc.
head of the Seattle office of the American Arbitration Association to appoint said third
arbitrator.
The three arbitrators shall have thirty (30) days from the date of selection of the third
arbitrator to reach a majority decision unless the time is extended by agreement of both
parties. The decision of the majority of such arbitrators shall be final and binding upon the
parties hereto.
10. MAINTENANCE:
10.1. Maintenance of Premises: The Premises and all of the improvements or
structures thereon and authorized by the Permittor for use by the Permittee, shall be used and
maintained by Permittee in an operable, neat, orderly, and sanitary manner. Permittor shall
not be called upon to make any improvements, alteration, or repair of any kind upon the
Premises. Permittee is responsible for the clean-up and proper disposal at reasonable and
regular intervals of rubbish, trash, waste and leaves around the Premises, including that blown
against fences bordering the Premises, whether as a result of the Permittee's activities or
having been deposited upon the Premises from other areas. Permittee shall maintain in good
condition and repair the Premises, subject to ordinary wear and tear, including without
limitation, the interior and exterior walls, floors, roof, and ceilings, and any structural portions
of the Premises the exterior and interior portions of all doors, windows, glass, utility facilities,
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, parking areas, landscaping, fixtures, heating, ventilating and air
conditioning, including exterior mechanical equipment, exterior utility facilities, and exterior
electrical equipment serving the Premises. Permittee shall make all repairs, replacements and
renewals, whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to
maintain the Premises in the condition required by this Section.
10.2. Removal of Snow/Floodwater/Mud: Permittee and/or Lessee shall be responsible
for removal of snow and/or floodwaters or mud deposited there from the Premises and those
areas of the sublease utilized by the Permittee, with the disposition thereof to be
accomplished in such a manner so as to not interfere with or increase the maintenance
activities of Permittor upon the pubtic areas of the Airport.
10.3. Permittor Mav Perform Maintenance: If Permittee fails to perform Permittee's
obligations under this section, Permittor may at its option (but shall not be required to) enter
the Premises, after thirty (30) days' prior written notice to Permittee, and put the same in good
order, condition and repair, and the cost thereof together with interest thereon at the rate of
twelve (12%) percent per annum shall become due within thirty (30) days of the date of the
Permittor's invoice to the Permittee.
11. ALTERATIONS:
11.1. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises ("Work"), Permittee shall notify Permittor
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City of Renton to West Isle Air, Inc.
in writing of the expected date of commencement of the Work. Permittee shall pay, or cause
to be paid, all costs of labor, services and/or materials supplied in connection with any Work.
Permittee shall keep the Premises free and clear of all mechanics' and materialmen's liens and
other liens resulting from any Work. Permittee shall have the right to contest the correctness
or validity of any such lien if, immediately on demand by Permittor, it procures and records a
lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy
statutory requirements therefore in the State of Washington. Permittee shall promptly pay or
cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any
execution is issued with respect to any judgment obtained by the claimant in its suit or before
such judgment becomes a lien on the Premises, whichever is earlier. If Permittee shall be in
default under this Section, by failing to provide security for or satisfaction of any mechanic's or
liens, then Permittor may, at its option, in addition to any other rights or remedies it may have,
discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the
claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as
Permittor shall deem necessary or advisable, and, in any such event, Permittee shall pay, on
Permittor's demand, all reasonable costs (including reasonable attorney fees) incurred by
Permittor in settling and discharging such lien together with interest thereon at the rate of
twelve (12%) percent per year from the date of Permittor's payment of said costs. Permittor's
payment of such costs shall not waive any default of Permittee under this Section.
11.2. Bond: At any time Permittee either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Permittor
may at its sole option require Permittee, at Permittee's sole cost and expense, to obtain and
provide to Permittor a lien and completion bond in an amount equal to one and one-half(1-
1/2) times the estimated cost of such improvements, to insure Permittor against liability for
mechanics and materialmen's liens and to insure completion of the work.
11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its
option and at its expense, make repairs, alterations or improvements which Permittor may
deem necessary or advisable for the preservation, safety, or improvement of utilities or Airport
infrastructure on the Premises, if any. Permittor shall provide thirty (30) days' advance notice
of any such work and use reasonable efforts to not interfere with Permittee's use of the
Premises during any such work.
11.4 Improvements: As further consideration for this Operating Permit, it is agreed
that upon the expiration or sooner termination of the Term, all structures and any and all
improvements of any character whatsoever installed on the Premises by Permittee, shall be
and become the property of the Permittor, and title thereto shall automaticatly pass to
Permittor at such time, and none of such improvements now or hereafter placed on the
Premises shall be removed therefrom at any time without Permittor's prior written consent.
During the Term, Permittee shall hold title to all improvements placed by Permittee on the
Premises. Permittee covenants and agrees that Permittee will pay and satisfy in full all
outstanding liens, or other debts, affecting or encumbering such improvements before transfer
of ownership of such improvements to Permittor. Permittor may, at its option, require
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City of Renton to West Isle Air, Inc. 10
Permittee, upon the expiration or sooner termination of the Term, if any, to remove any and
all improvements and structures installed by Permittee from the Premises and repair any
damage caused thereby, at Permittee's expense.
12. ASSIGNMENT:
12.1. Assi�nment/Sublettin�: Any assignment, encumbrance or sublease, whether by
operation of law or otherwise, without Permittor's consent shall be void and shall constitute a
default by Permittee under this Operating Permit. No consent to any assignment or sublease
shall constitute a waiver of the provisions of this Section and no other or subsequent
assignment or sublease shall be made without Permittor's prior written consent. Before an
assignment or sublease will be approved, the proposed assignee or sub-Permittee must comply
with provisions of the then current Airport Leasing Policies, including, but not limited to the
"Analysis of Tenant's Financial Capacity," independent of Permittee's compliance or Financial
Capacity. Consent shall not be unreasonably withheld, conditioned, or delayed.
In the case of an assignment of the full leasehold interest and/or complete sale of the stock or
other interests in the entity constituting Permittee and concomitant transfer of ownership of
said entity, (a) in the case of an assignment, the proposed assignee shall deliver to Permittor a
written instrument duly executed by the proposed assignee stating that it has examined this
Operating Permit and agrees to assume, be bound by and perform all of Permittee's
obligations under this Operating Permit accruing after the date of such assignment, to the
same extent as if it were the original Permittee, and (b) in the case of a stock transfer,
Transferee shall deliver a written acknowledgment that it shall continue to be bound by all the
provisions of this Operating Permit after the transfer. Except in the case of an assignment of
the full leasehold interest, any assignment permitted herein will not relieve Permittee of its
duty to perform all the obligations set out in this Operating Permit or addenda hereto. In no
event will the assignment of the full leasehold interest or the complete sale of the stock or
other interests in the entity constituting Permittee and concomitant transfer of ownership of
said entity cause an extension of the Term of this Operating Permit.
12.2. Permitted Sublettin�: Permittee may sublet portions of the Premises for the
purpose of aircraft hangar storage without Permittor's prior written consent, on a month-to-
month or longer basis (but not longer than the Term), provided that Permittor is informed on
at least an annuat basis, in writing, of the name of the subtenant(s), the purpose of the
sublease, the amount of the rental charged, and the type of aircraft stored (make, model and
registration number). Additionally, such information shall be disclosed upon request by
Permittor.}
12.3. Conditions to Assi�nment or Sublease: Permittee agrees that any instrument by
which Permittee assigns or sublets all or any portion of the Premises shall (i) incorporate this
Operating Permit by reference, (ii) expressly provide that the assignee or subtenant may not
further assign or sublet the assigned or sublet space without Permittor's prior written consent
(which consent shall not be unreasonably withheld, conditioned, or delayed), (iii) acknowledge
OPERATING PERMIT 11
City of Renton to West Isle Air, Inc.
that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv)
in the case of any assignment, acknowledge that Permittor may enforce the provisions of this
Operating Permit directly against such assignee.
12.4. Documentation: No permitted subletting by Permittee shall be effective until
there has been delivered to Permittor a copy of the sublease and an executed Operating
Permit and Agreement in which the subtenant agrees not to violate and to act in conformity
with the terms and provisions of this Operating Permit; provided that no Operating Permit shall
be required for the subletting of hangar or tie-down space for aircraft storage purposes. No
permitted assignment shall be effective unless and until there has been delivered to Permittor
a counterpart of the assignment in which the assignee assumes all of Permittee's obligations
under this Operating Permit arising on or after the date of the assignment.
12.5 No Release of Permittee's Liabilitv: Neither an assignment nor subletting shall be
deemed a waiver of any of the provisions of this Section or release Permittee from its
obligation to comply with the terms and provisions of this Operating Permit and Permittee
shall remain fully and primarily liable for all of Permittee's obligations under this Operating
Permit, unless Permittor otherwise agrees in writing. Notwithstanding the foregoing, in the
event that Permittor's consent to assignment is obtained for a complete assignment and
Assignee agrees in writing to assume all of the obligations and liabilities of this Operating
Permit accruing after such assignment, Permittee shall be relieved of all liability arising from
this Operating Permit and arising out of any act, occurrence or omission occurring after
Permittor's consent is obtained. To the extent that any claim for which indemnification of the
Permittor (including with respect to Hazardous Substance) arises after Permitte's complete
assignment for conduct predating said assignment, the Permittee shall not be relieved of
obligations or liability arising from this Operating Permit.
12.6. No Mer�er: Without limiting any of the provisions of this Section, if Permittee
has entered into any subleases of any portion of the Premises, the voluntary or other
surrender of this Operating Permit, or a mutual cancellation by Permittor and Permittee, shall
not work a merger and shall terminate all or any existing subleases or subtenancies.
13. DEFAULT:
13.1. Default: The occurrence of any of the following shall constitute a default by
Permittee under this Operating Permit:
13.1.1. Failure to Complv with Airport Re�ulations and Minimum Standards: Failure to
comply with the Airport Regulations and Minimum Standards, if the failure continues for a
period of twenty-four (24) hours after written notice of such default is given by Permittor to
Permittee. If the failure to comply cannot reasonably be cured within twenty-four (24) hours,
then Permittee shall not be in default under this Operating Permit if Permittee commences to
cure the failure to comply within twenty-four (24) hours and diligently and in good faith
continues to cure the failure to comply. However, said inability to cure within twenty-four (24)
hours, diligence and good faith notwithstanding, cannot be based on financial incapacity.
OPERATING PERMIT 12
City of Renton to West Isle Air, Inc.
13.1.2. Failure To Perform or Cure: Failure to perform any other provision of this
Operating Permit, if the failure to perform is not cured within thirty (30) days after notice of
such default has been given by Permittor to Permittee. If the default cannot reasonably be
cured within thirty (30) days, then Permittee shall not be in default under this Operating
Permit if Permittee commences to cure the default within thirty (30) days of the Permittor's
notice and diligently and in good faith continues to cure the default.
13.1.3. Appointment of Trustee or Receiver: The appointment of a trustee or receiver
to take possession of substantially all of the Permittee's assets located at the Premises or of
Permittee's interest in this Operating Permit, where possession is not restored to Permittee
within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all
of Permittee's assets located at the Premises or of Permittee's interest in this Operating
Permit, where such seizure is not discharged within sixty (60) days.
13.1.4. Failure to Comply With Laws: It shall be a default of this Permit if the Permittee
fails to comply with any of the statutes, ordinances, rules, orders, regulations, and
requirements of the federal, state, and/or city governments, any terms of this Permit and/or
the underlying lease.
13.2 Additional Securitv: If Permittee is in default under this Operating Permit, and
such default remains uncured for more than three (3) business days after Permittor gives
Permittee notice of such defautt, then Permittor, at Permittor's option, may in addition to
other remedies, require Permittee to provide adequate assurance of future performance of all
of Permittee's obligations under this Operating Permit in the form of a deposit in escrow, a
guarantee by a third party acceptable to Permittor, a surety bond, a letter of credit or other
security acceptable to, and approved by, Permittor. If Permittee fails to provide such adequate
assurance within twenty (20) days of receipt of a request by Permittor for such adequate
assurance, such failure shall constitute a material breach of this Operating Permit and
Permittor may, at its option, terminate this Operating Permit.
13.3. Remedies: If Permittee commits a default, then following the expiration of the
notice and cure periods set forth in Section 13.1 above, Permittor shall have the following
alternative remedies, which are in addition to any remedies now or later allowed by law, and
Permittor shall use reasonable efforts to mitigate its damages:
13.3.1. Maintain Operating Permit in Force: To maintain this Operating Permit in full
force and effect and recover any monetary charges as they become due, without terminating
Permittee's right to possession, irrespective of whether Permittee shall have abandoned the
Premises. If Permittor elects to not terminate the Operating Permit, Permittor shall have the
right to perform all acts necessary to maintain or preserve the Premises as Permittor deems
reasonable and necessary, without being deemed to have elected to terminate the Operating
Permit, including removal of all persons and property from the Premises; such property may be
removed and stored in a public warehouse or elsewhere at the cost of and on the account of
Permittee. Notwithstanding that Permittor fails to elect to terminate the Operating Permit
OPERATING PERMIT 13
City of Renton to West Isle Air, Inc.
initially, Permittor at any time during the Term may elect to terminate this Operating Permit by
virtue of such previous default of Permittee so long as Permittee remains in default under this
Operating Permit.
13.3.2. Terminate Operatin� Permit: To terminate Permittee's right to possession by
any lawful means, in which case this Operating Permit shall terminate and Permittee shall
immediately surrender possession of the Premises to Permittor. In such event Permittor shall
be entitled to recover from Permittee all damages incurred by Permittor by reason of
Permittee's default including without limitation thereto, the following: (i) any amount
necessary to compensate Permittor for all the detriment proximately caused by Permittee's
failure to perform its obligations under this Operating Permit or which in the ordinary course of
business would be likely to result therefrom, including without limitation, (A) any costs or
expenses incurred by Permittor including reasonable attorney fees, and (B) such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time by applicable
state law. The amounts referenced in this Section shall accrue interest at 12% per annum.
14. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as
set forth herein, all of the terms, conditions, and provisions of this Permit shall be binding upon
the parties, their successors and assigns, and in the case of a Permittee who is a natural
person, his or her personal representative and heirs.
15. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Permittor or any county, state, or federal authority for any purpose,
then the Term shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose. From that day the Permittee shall have the right to either cancel
this Operating Permit and declare the same null and void, or to continue in the possession of
the remainder of the same under the terms herein provided. All damages awarded for such
taking for any public purpose shall belong to and be the property of the Permittor, whether
such damage shall be awarded as compensation for the diminution in value to the leasehold,
or to the fee of the Premises herein leased. Damages awarded for the taking of Permittee's
improvements located on the Premises shall belong to and be awarded to Permittee.
16. RIGHT OF INSPECTION: Permittee will allow Permittor, or Permittor's agent, free
access to the Premises at all reasonable and mutually agreeable times for the purpose of
inspection, or for making repairs, additions or alterations to the Premises, or any property
owned by or under the control of Permittor.
17. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at the
end of the term in a condition as good as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either
of the parties hereto on the Premises, except movable office furniture or trade fixtures put in
at the expense of Permittee, shall be and remain the property of the Permittor and shall
remain on and be surrendered with the Premises as a part thereof at the termination of this
permit without hindrance, molestation, or injury. Permittee shall repair at its sole expense any
OPERATING PERMIT 14
City of Renton to West Isle Air, Inc.
damage to the Premises occasioned by its use thereof, or by the removal of Permittee's trade
fixtures, furnishings and equipment which repair shall include the patching and filling of holes
and repair of structural damage.
18. INSURANCE:
18.1. Personal Propertv: It is agreed that Permittor shall not be held liable in any
manner for, or on account of, any loss or damage to personal property of the Permittee,
Permittee's invitees or other persons, which may be sustained by fire or water or other peril, or
for the loss of any articles by burglary, theft or any other cause from or upon the Premises. It is
acknowledged that Permittor does not cover any of the personal property of Permittee,
Permittee's invitees or other persons upon the Premises through its insurance. Permittee, its
invitees and other persons upon the Premises are solely responsible to obtain suitable personal
property insurance.
18.2. Liability Insurance. The Permittee agrees to maintain in force during the term of
this Permit commercial general liability insurance written by an admitted company authorized
to do business in the State of Washington against any liability arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. The limits of
liability shall be in an amount of not less than $1,000,000.00 per occurrence, $2,000,000
aggregate. The limits of said insurance shall not, however, limit the liability of Permittee
hereunder. The insurance policy include a Landlord's Protective Liability endorsement attached
thereto.
18.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor. Permittor reserves the right to establish and, from time-to-time, to
increase minimum insurance coverage amounts. Notice of increased insurance requirements
shall be sent to the Permittee at least forty (45) days prior to the annual renewal date of the
Permittee's insurance. Prior to possession, the Permittee shall deliver to Permittor copies of
policies of such insurance acquired by Permittee, or certificates evidencing the existence and
amounts of such insurance, with loss payable clauses satisfactory to Permittor. Permittor shall
be named as an additional insured with that coverage being primary and non-contributory to
any other insurance coverage available to the City. The Permittee shall provide the City with
written notice of any policy cancellation, within two business days of their receipt of such
notice.
18.4. Insurance Maintained Throu�hout Term• Permittee shall not do or permit to be
done anything which shall invalidate the insurance policies referred to above. Permittee shall
forthwith, upon Permittor's demand, reimburse Permittor for any additional premiums
attributable to any act or omission or operation of Permittee causing such increase in the cost
of insurance. If the Permittee shall fail to procure and maintain said insurance the Permittor
may, but shall not be required to, procure and maintain the same, but at the expense of
Permittee.
OPERATING PERMIT 15
City of Renton to West Isle Air, Inc.
18.5. Waiver of Subro�ation: Permittee and Permittor each waives any and all rights
of recovery against the other, or against the officers, employees, agents and representatives of
the other, for loss of or damage to such waiving party or its property or the property of others
under its control, where such loss or damage is insured against under any insurance policy in
force at the time of such loss or damage. Permittee shall, upon obtaining the poficies of
insurance required hereunder, give notice to the insurance carriers that the foregoing mutual
waiver of subrogation is contained in this Operating Permit.
19. LIMITATION UPON PERMITTOR'S LIABILITY. Permittor shall not be liable for any
damage to property or persons caused by, or arising out of (a) any defect in or the
maintenance or use of the Premises, or the improvements, fixtures and appurtenances of
which the premises constitute a part; or (b) water coming from the roof, water pipes, flooding
of the Cedar River or other body of water, or from any other source whatsoever, whether
within or without the Premises; or (c) any act or omission of any Permittee or other occupants
of the building, or their agents, servants, employees or invitees thereof.
20. INDEMNITY: Permittee covenants to defend, indemnify and save harmless
Permittor against any and all claims arising from (a) the conduct and management of or from
any work or thing whatsoever done in or about the Premises or the improvements or
equipment thereon during the Operating Permit term, or (b) arising from any act or negligence
of the Permittee or any of its agents, contractors, patrons, customers, or employees, or
invitees, or (c) arising from any accident, injury, or damage whatsoever, however caused, to
any person or persons, or to the property of any person, persons, corporation or other entity
occurring during the Operating Permit term on, in, or about the Premises, and from and
against all costs, attorney's fees, expenses, and liabilities incurred in or from any such claims or
any action or proceeding brought against the Permittor by reason of any such claim, except
such claims arising directly or indirectly out of Permittor's sole act or omission. Permittee, on
notice from Permittor, shall resist or defend such action or proceeding forthwith with counsel
reasonably satisfactory to, and approval by Permittor.
21. HOLDING OVER: Permittee understands that upon expiration of the term of this
permit, Permittee must execute a new permit with the Permittor as a condition to remaining
on the premises. Permittee further understands that if, without execution of any extension or
renewal of this permit, Permittee should remain in possession of the premises after expiration
or termination of the term of this permit, notwithstanding any extension of its sublease with
Lessee, then the Lessee shall be in default of its lease, LAG 005-91 and Permittor may evict the
Lessee and the Permittee. All the conditions, terms and provisions of this permit shall be
applicable during such holding over.
22. NO WAIVER: It is further covenanted and agreed between the parties hereto that
no waiver by Permittor of a breach by Permittee of any covenant, agreement, stipulation, or
condition of this Operating Permit shall be construed to be a waiver of any succeeding breach
of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant
agreement, stipulation, or condition.
OPERATING PERMIT 16
City of Renton to West Isle Air, Inc.
23. NOTICES: All notices or requests required or permitted under this Operating Permit
shall be in writing; shall be personally delivered, delivered by a reputable express delivery
service such as Federal Express or DHL, or sent by certified mail, return receipt requested,
postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or requests
to Permittor shall be sent to Permittor at Permittor's address set forth below and all notices or
requests to Permittee shall be sent to Permittee at Permittee's address set forth below.
Permittor's Address: Airport Administration Office
Attention: Airport Manager
616 West Perimeter Road, Unit A
Renton, Washington 98057
Permittee's Address: West Isle Air, Inc.
Attention: Shane Carlson
860 West Perimeter Road
Renton, WA 98057
24. DISCRIMINATION PROHIBITED:
24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex, national origin, or
any other class of person protected by Federal or State law or the Renton City Code, in the use
of any of its facilities provided for the public in the Airport. Permittee further agrees to furnish
services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge
on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided
that Permittee may make reasonable and non-discriminatory discounts, rebates, or other
similar types of price reductions to volume purchasers.
24.2. Minoritv Business Enterprise Policv: It is the policy of the Department of
Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the
maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5.
Consequently, this Operating Permit is subject to 49 C.F.R. Part 23, as applicable. No person
shall be excluded from participation in, denied the benefits of or otherwise discriminated
against in connection with the award and performance of any contract, including Operating
Permits covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex.
24.3. Application to Subleases: Subject to the provisions of Section 12 of this Permit,
Permittee agrees that it will include the above clause in all assignments of this Operating
Permit or subleases, and cause its assignee(s) and sub-lessee(s) to similarly include the above
clause in further assignments or subleases.
25. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
OPERATING PERMIT 1�
City of Renton to West Isle Air, Inc.
strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, war, or other reason of like nature not
the fault of the party delayed in performing work or doing acts required under the terms of this
Operating Permit, then performance of such act shall be extended for a period equivalent to
the period of such delay. The provisions of this Section shall not, however, operate to excuse
Permittee from the prompt payment of any payment required by the terms of this Operating
Permit, to be made by Permittee.
26. TRANSFER OF PREMISES BY PERMITTOR: In the event of any sale, conveyance,
transfer or assignment by Permittor of its interest in the Premises, Permittor shall be relieved
of all liability arising from this Operating Permit and arising out of any act, occurrence or
omission occurring after the consummation of such sale, conveyance, transfer or assignment.
The Permittor's transferee shall be deemed to have assumed and agreed to carry out all of the
obligations of the Permittor under this Operating Permit.
27. ATTORNEYS' FEES AND COSTS: COLLECTION COSTS: If either party brings any action
for relief against the other party, declaratory or otherwise, arising out of this Operating Permit,
including any action by Permittor for the recovery of Rent or possession of the Premises, the
prevailing party shall be entitled to reasonable attorneys' fees and costs of litigation as
established by the court. If the matter is not litigated or resolved through a lawsuit, then any
attorneys' fees for collection of past-due rent or enforcement of any right of Permittor or duty
of Permittee hereunder shall entitle Permittor to recover, in addition to any late payment
charge, any costs of collection or enforcement, including reasonable attorney's fees. For the
purposes of this Section 27, attorney's fees shall include a reasonable rate for attorney's
employed by the City.
28. EMERGENCY RESPONSE: Permittee must provide to the Airport Manager
reasonable access and response in times of emergency or urgency. The Permittee is wholly
responsible to keep an up-to-date listing of aircraft types, identification, and owners on file and
at the Airport Manager's office.
29. DEFINITIONS: As used in this Operating Permit, the following words and phrases,
whether or not capitalized, shall have the following meanings:
"Additional Rent" means any charges or monetary sums to be paid by Permittee to
Permittor under the provisions of this Operating Permit other than Minimum Monthly Rent.
"Authorized representatives" means any officer, agent, employee, independent
contractor or invitee of either party.
"Environmental Laws and Requirements" means any and all federal, state, local laws,
statutes, ordinances, rules, regulations and/or common law relating to environmental
protection, contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, worker health or safety or
OPERATING PERMIT 18
City of Renton to West Isle Air, Inc.
industrial hygiene, and the regulations promulgated by regulatory agencies pursuant to these
laws, and any applicable federal, state, and/or local regulatory agency-initiated orders,
requirements, obligations, directives, notices, approvals, licenses, or permits.
"Expiration" means the coming to an end of the time specified in the Operating Permit
as its duration, including any extension of the Term.
"Hazardous Substances" means any and all material, waste, chemical, compound,
substance, mixture or byproduct that is identified, defined, designated, listed, restricted or
otherwise regulated under any Environmental Laws and Requirements as a "hazardous
constituent," "hazardous substance," "hazardous material," "extremely hazardous material,"
"hazardous waste," "acutely hazardous waste," "hazardous waste constituent," "infectious
waste," "medical waste," "biohazardous waste," "extremely hazardous waste," "pollutant,"
"toxic pollutant" or "contaminant." The term "Hazardous Substances" includes, without
limitation, any material or substance which is (i) hexavalent chromium; (ii) pentachlorophenol;
(iii) volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. §
6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §
9601 et seq. (42 U.S.C. § 9601); or (ix) designated as a "hazardous substance" pursuant to the
Washington Model Toxics Control Act, RCW 70.105D.010 et seq.
"Parties" means Permittor and Permittee.
"Person" means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any
combination of human beings and legal entities.
"Rent" means Minimum Monthly Rent, as adjusted from time to time under a Lease,
and Additional Rent.
30. GENERAL PROVISIONS:
30.1. Entire A�reement: This Operating Permit sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and understandings
between them. This Operating Permit may not be amended or rescinded in any manner except
by an instrument in writing signed by a duly authorized officer or representative of each party
hereto. In the event of a conflict between the terms of this Permit and the sublease
agreement between Permittee and Lessee, the terms of this Permit supersede.
30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor or Permittor's agents
shall not be liable for injury to persons or to Permittee's business or loss of income therefrom
OPERATING PERMIT 19
City of Renton to West Isle Air, Inc.
or for damage which may be sustained by the person, goods, wares, merchandise or property
of Permittee, its authorized representatives, or any other person in or about the Premises,
caused by or resulting from (a) fire, electricity, gas, water or rain which may leak or flow from
or into any part of the Premises, (b) any defect in or the maintenance or use of the Premises,
or any improvements, fixtures and appurtenances thereon, (c) the Premises or any
improvements, fixtures and appurtenances thereon becoming out of repair, (d) the breakage,
leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing,
heating, ventilating or air conditioning or lighting fixtures of the Premises, (e) flooding of the
Cedar River or other body of water, or from any other source whatsoever, whether within or
without the Premises; or (f) any act or omission of any other tenant or occupant of the building
in which the Premises are located, or their agents, servants, employees, or invitees, provided,
that the foregoing exemption shall not apply to losses to the extent caused by Permittor's or its
agents', contractors', or employees' negligence or willful misconduct.
30.3. Governin� Law: This Operating Permit shall be governed by, and construed and
enforced in accordance with, the laws of the State of Washington.
30.4. Severabilitv: Should any of the provisions of this Operating Permit be found to be
invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be
stricken and the remainder of this Operating Permit shall nonetheless remain in full force and
effect unless striking such provision shall materially alter the intention of the parties.
30.5. Jurisdiction and Venue: In the event any action is brought to enforce any of the
provisions of this Operating Permit, the parties agree to be subject to exclusive in personam
jurisdiction in the Superior Court of the State of Washington in and for the County of King or in
the United States District Court for the Western District of Washington.
30.6. Waiver: No waiver of any right under this Operating Permit shall be effective
unless contained in a writing signed by a duly authorized officer or representative of the party
sought to be charged with the waiver and no waiver of any right arising from any breach or
failure to perform shall be deemed to be a waiver of any future right or of any other right
arising under this Operating Permit.
30.7. Captions: Section captions contained in this Operating Permit are included for
convenience only and form no part of the agreement between the parties.
30.8. Assi�nee as Permittee: The term "Permittee" shall be deemed to include the
assignee where there is a full assignment of the Operating Permit.
30.9. Effectiveness: This Operating Permit shall not be binding or effective until
properly executed and delivered by Permittor and Permittee.
30.10. Gender and Number: As used in this Operating Permit, the masculine shall
include the feminine and neuter, the feminine shall include the masculine and neuter, the
OPERATING PERMIT 20
City of Renton to West Isle Air, Inc.
neuter shall include the masculine and feminine, the singular shall include the plural and the
plural shall include the singular, as the context may require.
30.11. Time of the Essence: Time is of the essence in the performance of all covenants
and conditions in this Operating Permit for which time is a factor.
30.12. Joint and Several Liabilitv: If Permittee is composed of more than one person or
entity, then the obligations of all such persons and entities under this Operating Permit shall be
joint and several.
30.13. No Recordation Without Consent of Permittor: Permittee shall not record this
Operating Permit or any memorandum of this Operating Permit without Permittor's prior
written consent.
30.14. Cumulative Remedies: No remedy or election hereunder shall be deemed
exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
30.15. Corporate Authoritv: If Permittee is a corporation or limited liability company,
each individual executing this Operating Permit on behalf of said corporation or limited liability
company represents and warrants that he is duly authorized to execute and deliver this
Operating Permit on behalf of said corporation or limited liability company pursuant to duly
enacted resolutions or other action of such corporation or limited liability company and that
this Operating Permit is binding upon said corporation or limited liability company in
accordance with its terms.
30.16. Addenda: The provisions of this Operating Permit shall be subject to those of
any Addenda and Exhibits attached hereto.
PERMITTEE: PERMITTOR:
WEST ISLE AIR, INC. THE CITY OF RENTON
a Washington corporation a Washington municipal
cor o ation
BY ��`'�h.�- L' C��s ��, Denis Law
its: Owner/Vi e Presi nt Mayor
Date: �{ �[ 3 � � Date: �
OPERATING PERMIT 21
City of Renton to West Isle Air, Inc.
ATTEST:
,��� ,Q��N�Tnpl�'���i��//i-
�;;
;,.
�`p� ''� BY '
� ��' Jason th, Cit CI
`� ��� ��- Date: `
_` ��� �
,� .��,�
1f.' /A' ����
.,'• •v�Rf�c�^�'`.
�,�; ,
Approve to legal form:
��.-�"'�t't...._
Lawrence J Warren, City Attorney
OPERATING PERMIT 22
City of Renton to West Isle Air, Inc.
STATE OF WASHINGTON )
: ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
�f . a . to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of . 201
[Signature of Notary)
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
: ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of , a , to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of . 201
[Signature of Notary]
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
OPERATING PERMIT 23
City of Renton to West Isle Air, Inc.
STATE OF WASHINGTON )
: ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of . a , to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of . 201
[Signature of Notary)
[Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
: ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument, on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of . a ,to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of . 201
[Signature of Notary]
(Print Name of Notary]
Notary Public in and for the State of
Washington, residing at
My commission expires:
OPERATING PERMIT 24
City of Renton to West Isle Air, Inc.
EXHIBIT C of OPERATING PERMIT
860 West Perimeter Road
E-- 50' —�
�
i
Northwest Seaplanes,Inc.and West Isle Air,Inc. 50'
y
�
Private Hangar gp'
�
�
Private Hangar 60'
�
— �.���
� ExN���Ta
,
e
#
SlJBLEA*�E AGl2EEMENT—C014[MERCIAL PREMISES
THIS SUBLEASE (`�se") is raade this L"�� day of�4a 20I6, by and between
NorEhwest Seapianes, inc. a Washington iimited liability company(hereinafter " b$u lan ard��), and West Isle Air,
lnc.,a Washington corporation{hereiriafter"S tenant"}:
WITNESSE"fH:
1. MASTER LEASE; Subtandlord is the tenant of that certain Commercial Lease by and between
Sublandlord and the[City of Renton],�(�° andiv d")dated_,,�+xhc.c,., .��,1'�"��'I(the"�se„}.
ac'r
2. PREMI3ES: The Lease concems premises commonly knawn as Northwest Seapl�nes Lease at
8b0 W Perimeter Road, Rentqn, WA, and legally described in Lease (the "��ter Premises"). Sublandlord does
hereby tease to Subtenant,a partian di the Master Premises as depicted on[he sketch attached hereto as Exhibit A
f�e"S�b1���.�Premises").
3, TERM:The term of this Sublease shall be manth to monih,terminable by either party upon thirty
(30)days'advance written notice to the ather party.
I
�. P�SSES3IQH: Subtenant and Sub�andiard ac�awledge and agree that as of the mutual
execution of this Sublease,Subtenani'rs atready in possessian of the Subieased Premises.
5. RENT: Subtenant oovcnants and agrees to pay Sublandlord, at Sublandlord's addr�ss, 860 W
Perimeter Raad, Renton WA, 98057,inonthly rent(" enY') in the amount of$1250.00, payabie in advance on or
before the#"trst day of each month ar o�mutuatly agreeab[e terrns between Sublandlord and Subtenant.
6. UTILITIES AND FE�S:Sinoe Subland}ord and Subtenant ccwperatively accupy the same space
in ihe 860 P�uilding,the utilities are in�luded in the rnonthiy rent.All cha�ges for light,heat,water,sewer,drainage,
rneiro and ail ottrer utitities and serv'ces to the Subieased Premises are included in the monthly Rent; provided,
however, t}tat if Subtenant's usa af�e Subieased Premises at any 6me causes excessive utiliry chazges ta be
assessed upon Sublandlord, SubEandlord reserves the right to biiI Subtenant far such excess and be reimbursed by
Subtenant within thirty(30j days afsu�ch invoice. Afl other itsms,including al!license fees and other governmenzal
charges levied on the operation of Subtenant's business on the Subleased Premises will be paid directly by
Subtenant. `
7, TAXES: Subtenant�shall pay before delinquec�cy a!! iicense fees, public charges, taaces and
assessments on the furniture, fixture:�, equipment, inventory and other persona! property af ar being used by
Subtenant in the Premises,whether or not owned by Subtenant.
8. REPAIRS AND MAINTENANCE» The Subleased I'remises have been inspecteci and are
accepted by Subtenant in theer present co»dizion,"AS IS>"without representation ar wazranty.Subtenant sha[!,at its
awn expense and at atl times, keep th Subleased Premises neat, clean and in sanitary condition anc3 keep and use
the Subleased Prernises in ac�ordanc with applicable laws, ordinances, rules, regulations and requirernents ar
govarnmental authorities. Subteaant aii permit na waste, damage ar injury to the Subleased Premises or the
Master Premises;keeg a!t drain pipes ee and open;protect water, heating,gas and ather pipes ta prevent freezing
ar clogging; repair aU lea�s and da _age caused by leaks; and xeplace all glass in windows and floors af the
Subleased Premises which may become cracked or bruken. Subtenant shall make suoh repairs as neccssary to
maintain the Subleased Premises in as good condition as they now are,reasonable use and wear and darnage by fire
or other casualties excepted.
9. MASTER LEASE:
(a) Incarporation of Master L,ease. Subiandlord's rights in and to the Sublease Premises are
gaverned by the Lease. Thss Snblease shall be subject and subordinate in a11 respects ta the Lesse,and to any and
all renewals,mtrdiflcations,consolidations,replacements and extensions thereof. �xcept as pmvided in this Sectian
1
9,a!1 of ihe terms,covenants and conditions of the Lease shall be incorporatec! by reference into this Sublease as if
completely set forth herein. During the term of this Sublease and for all periods subsequent for obligatians which
have arisen prior to the terniination of this 5ublease, Subtenant dces hereby expressly assume and agree to perforn�
with respect ta the Sublease Premises and comply with, for the benefit of Sublandlord and Landlord,each and every
obligation af the tenant (or lessee) under the Lease, except for those obligations of Sublandlord ta be performed
pursuant to Section 9(b)of this Subiease. Subtenant hereby expressly acknowledges and agrees that it shall not have
the rights of tenant(or lessee)under the Lease with respect ta the Sublease Premises,and that neither Landlord nor
Sublandlord shall have any obligations to Subtenant, in connection with any provisions of the Lease that grant the
Sublandlord as Tenant any options to assign,sublease,expand,renew, extend,terminate or cancel before expiration
of the Term,rights of first refusal,or rig��ts of first off'er. Sublandiord and Subtenant agree that any provisions in the
Lease related to landlord's (or lessor's) or tenant's (or lessee's) rights or obligations under the Lease related to the
construction of tenant improvements shall be inapplicable in the context af the Sublease. !f Subtenant breaches ar�y
terni,cavenant or condition af this Subfease,Sub(andlord shall have ali the rights and remedies against Subtenant as
would be available to Landlord under the Lease. iVotwithstanding any provisian cantained herein to the conhary
during the Term, the Subtenant shall have no greater rights in and to the Sublease Premises than Sublandlord shall
have,ftflm time to time, in and to the Master Premises under the Lease.
(b) Sublandlord's Lease Obli ations. Subject to Subtenant timely paying its Rent due under
this Sublease,Sublandlord agrees to timely make its payments of base re�t,real estate taxes and operating expenses
to the extent due the Landlord under the Lease pursuant to the terms and conditions of the Lease.
��) Obli�atrons of Landlord. Notwithstanding anything to the contrary in this Sublease,
Sublandiord shall have no obligation to perform any of the terrns,covenants and conditions contained in the Lease to
be performed by the Landlord. Subtenant acknowledges that all utilities and services ta the Sublease Premises shall
be provided by the Landlord in accordance with the Lease. Subtenant waives all claims against SubIandlord, and
shall indemnify and hold Sublandlord harmless for any damage to any property ar injury to any person caused by
any disrtaption of any utility or other services provided by the Landlord,unless such disruption was solely caused by
the gross negligence or willful miseonduct of Sublandlard. ln the event of any interruption of utilities or services
which may permit an abatement of rent pursuant ta the tetms of the Lease (as incorporaked herein), Base Rent
payable by Subtenant may be abated hereunder, but only to the extent thaz rent under the Lease applicable to the
Sublease Premises is also abated,and Subtenant waives any right to terminate this Sublease in connection with such
interruption,except to the extent the Lease is terminated as to the Sublease Premises.
10. SUBLETTING OR ASSIGNMENT: Subtenant shall not sublet the whoIe or any part of the
Subleased Premises or assign this Sublease without the written consent of Sublandtord. 7'his Sublease shall not be
assignable by operation of iaw.
11. LIEnS AND INSOLVENCY: Subtenant shall keep the Subleased Premises and the Master
Premises free from any liens arising out of any work performed for,materials furnished to, or obligations incurred
by Subtenant, and shall hald Sublandtord harmless against the same. In the event Subtenant becomes insoivent,
bantmipt, or if a receiver, assignee or other liquidating officer is appointed for the business of Subtenant,
Sublandtord may cance!this Sublease at its aption.
12• ACCIDENTS AND LIABIL,ITy; Sublandlord or its agent shaU not be liahle for any injury or
damage to persons or property sustained by Subtenant or other, in and about the Subteased Premises or the Master
Pcemises except for any injury or damage attributed to the gross negligence or willful misconduct of Subiandlord.
Subtenant agrees to defend and hold Sublandlord and its agents harm(ess from any claim,action and/or judgment for
damages to property or injury to persons suffered or alleged to be sut�'ered on the premises by any person, firm or
corporation,unless caused by Sublandlord's gross negligence or wi!lful misconduct.
13. INSURANCE: Subtenant shall, at its own expense, rnaintain comprehensive or commercial
general liabifity insurance with broad form and stop gap endorsements with combined single limits of at least One
Million Dollars ($1,000,000) per occurrence and at least Two Million Dopars ($2,004,000) genera! aggregate for
praperty damage and loss and for persanal injuries(including death),workers compensation insurance with required
statutory limits, and employers' liability inseirence with a limit of at leask One Million Dollars ($1,0OO,Ot10} each
incident, ta indemnify Sublandiord and Subtenant against claims, demands, losses, damages, liabilities and
expenses. Sublandlord shall have the right to periodically review the appropriateness of such limits in view of
inflation and/or changing industry conditions and to require an increase in such limits vpon ninety(90}days priar
written notice. Sublandlord and any lender designated in writing by Sublandlord shali be named as additionaI
insureds and shall be furnished with a copy of such po�icy or policies of insurance which shail bear an endorsement
that the same shap nat be canceled or materially altered without thirty (30) days prior written notice to such
additional insureds.All insurance required of Subtenant under this Sublease shali be issued by insurance companies
acceptable to Sublandlord, in its reasonable discretipn, as a primary policy, or under the blanket policy, not
contributing with and not in excess ofcovet�age which Sublandlord may carry;and, in the case ofthe liability poiicy,
contain a blanket contractua!liabiiity coverage endorsement covering Subtenant's indemnification duty.If Subtenant
fails to maintain such insurance, Sublandlard may do so, and Subtenant shall reimburse Sublandlord for the full
expense thereof upon demand. Subtenant shall not keep or use in or about the Premises any article which is
prohibited by Sublandlord's insurance policy. Subtenant shall pay immediately any increase in Sublandlord's
premiums for insurance during the term ofthis Sublease which results from Subtenant's use of the Premises.
14. ACCESS; Sublandlord shall have the right to enter the Subleased Premises ak al�reasonable times
for the purpose of inspection or of making discretionary repairs,additions or alterations and to show the Subleased
Premises and/or Master Premises to prospecdve tenants. Except in the case of emergency, in which case nti notice is
required,5ubiandlord shail provide at ieast one(1)day's prior notice before entering the Subleased Premises.
15. COSTS AND A7'TORNEY'S FEES: If,by reasan of any default or breach on the part af either
party in the performance of any of the provisions of this Sublease, whether or not a legal action is instituted, the
prevailing party shall be entitled to recaver from the other party all reasonable costs and attnrney's fees in
cannection therewith.
16• GOVERNING LAW; VENUE: This Sublease shall be govemed by the laws of the State of
Washington exclusive of its confiict of laws prineiples. Venue for any legal aetion brought under the terms of this
Subiease shall be in the caunty in which the Master Premises are situated,
17. NO WAIVER OF COVENANTS:Any waiver by either party of any breach hereof by the other
shail not be considered a waiver of any future similar breach. This Sublease contains a11 the agreements between the
parties,and there shall be tto modifications of the agreements contained herein except by written instrument.
�$. SURRENDER OF PREMISES: Subtenant agrees, upon termination of this Sublease, to
peacefully quit and surrender the Subleased Premises without natice, leave the Subleased Premises neat and clean
and to deliver all keys to the Subleased Premises (and, as appiicable, the Master Premises) to Sublandlord. If
Subiandlord elects to require Subtenant to remove alterations,additions or improvemenu made my Subtenant,then
Subtenant shall restore the Subleased Premises to their previous condition,tess reasonable wear and tear.
i 9. BINDING ON HEIRS,SUCCESSORS AND ASSIGNS:The covenants and agreernents of this
Sublease shall be binding upon the heirs, executor, administrators, successors and assigns of both parties hereto,
except as hereinabove provided.
2�• USE: Subtenant shall use the Premises for the purposes of industrial, warehouse, and related
of#ice uses and for no other purpose without the express written consent of the Sublandlord.
21• NOTICE: Any notice reyuired to be given by either party to the other shal( be deposited in the
United States mail, postage prepaid, addressed to the addresses set forth below, or at such other address as either
party may designate to the ather in writing from time to time.
If to Sublandlord: NORTNWEST SEAPLANES,TNC.
860 W Perimeter Road
Renton,WA,98055
Attn;Clyde E.Carisan
Emaii:shanecarison@nwseaplanes,com
3
If to Subtenant: WEST 1SLE AIR,INC,d/b/a Friday Harbar Seaptanes
4000 Airport Road—Suite A
Anacortes,WA 98221
Attn: Shane L.Carlson
22. TIME:Time is of the essence of this Sublease.
23. ENTITIES: lf Subtenant is a corparation, each individual executing this Sublease on behalf of
said corporation represents and waRants that he is duly authorized to execute and deliver this Sublease on behalf of
said corporation in accordance �vith a duly adopted resolution of the $oard of Directors of said corporarion or in
accordance with the by-laws of said corporation, end that this Sublease is binding upon said corporation in
accardance with its terms.
IN WITNESS WHEREOF,t6e parties hereto have hereunto set the'u hands the c#ate fust above written.
SUBTENANT: SUBLANDLORD:
WEST ISLE AIR,INC. NORTHVIrEBT SEAPLANES,INC.
a Washington corporation a Washington corporation
c �yd� E ��� ��
sy: �- � _ �._.. gy: ��������
ItS: 1 G.tw `��/�C. r iy p��� ItS: � j" /
EXHlB1T A
Sketch of Portion of Real Property Subleased to Subtenant
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5
EXH I B IT B L1��-aa5-sz
LEASE AGREE�'tENT
City of Renton to Northwest Seaplanes, Inc.
THIS IS A LEASE AGREEMENT between THE CITY OF RENTON, a
Washingtan municipal corporation ("Lessar") , and NORTHWEST
SEAPLANES, INC. , a Washington carporation ("Lessee"} .
IN CONSIDERATION of the covenants and agreements hereinafter
set forth, the parties agree as fallows:
1. GRANT OF LEASE•
1. 1 Legal Description: Lessar does hereby lease unto Lessee
and Lessee does hereby lease from Lessor, on the terms and
conditions hereinafter set forth, the fallowing described parcel(s)
af real property being located within the confines of the Renton
Municipal Airport (the "Airport") , Renton, King County, Washington:
A plat of ground, the majarity of which is paved with
concrete and asphal.t, located an the Northwest side of
the Renton Municipal Airport between West Perimeter Road
and the West side Airplane Parking Rastriction Line,
containing 71, 320,98 square feet, more or less, being a
portion of the real property described on Attachment "A"
(Legal Description} , and illustrated on Attachment "B"
(Lease Map) attached hereto and made a part hereof as if
fully sat farth herein (the "Premises") .
SUBJECT TO:
(1) Easements, restrictions and reservations of record
and as further set forth h�rein;
(2) Such rules and regulations as naw exist or may
hereafter be promulgated by the Lessor from time to
time, including the Airport's Minimum Standards
which are incorporated herein by this reference, and
Lessar's standards concerning operation of public
aviation service activities from the Airpart; and
(3} All such non-discriminatory charges and fees for
such use as may be established from time to time by
Lessor; and
TOGETHER WITH the privilege of Lessee to use the public
portion of the Airport, including runway and other public
facilities provided thereon, on a non-exclusive basis.
LEASE AGREEMENT - 1
City of Renton to Northwest Seaplanes, Inc.
1.2 No ConveYance of Airport: This Lease 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 Lessor
reserves the right to lease or permit the use af any portian af the
Airport for any purpase deamed suitable for the Airport, except
that portion that is leased hereby.
1. 3 Nature of Lessor's Interest: Tt is expressly understood
and agreed that Lessor halds and operates the Airpart, and the
Premises under and subject to a grant and conveyance thereof to
Lessor from the United States of America, acting through its
Reconstruction Finance Corparatian, and subject to all the
reservations, restrictions, rights, canditions, and exceptions af
the United 5tates therein and thereunder, which grant and
conveyance has been filed for recard in the office of the Recorder
of King County, Washington, and recorded in Volume 2668 af Deeds,
Page 386; and further that Lessor holds and aperates said airport
and premises under and subject to the State Aeronautics Acts of the
State af 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 Administratian. It is expressly
agreed that the Lessee 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 foregainq, and
if this lease ar the period thereof ar any terms or pravisions
thereof be or become in conflict with or impaired or defeated by
any such legislation, rules, regulations, contingencies or risks,
the latter shall cantrol and, if necessary, modify or supersede any
provision of this lease affected thereby, all without any liability
on the part af or recourse against the Lessor in favor of Lessee,
pravided that Lessor does not exceed its authority under the
foregoing legislation, rules and regulations.
1.4 Future Development/Funding: Nothing in this lease
contained shall aperate or be construed to prevent or hinder the
future development, improvements, or operation of Airport by
Lessar, 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 ar state funds in aid
of the development, improvement, ar operation of the Renton
Airport.
2. TERM•
2. 1 Initial Term: The term of this lease shall be far a
period commencing on January 1, 1992 , and terminating on December
31, 2019.
LEASE AGREEMENT - 2
City of Renton to Northwest Seaplanes, Inc.
2 .2 Extended Term:
2.2 . 1 Lessee`s Intended Development: It is
understood that Lessee (ar Lessee's assignee) intends to construct
certain hangar and office improvements upon the premises for its
use. Lessee understands and acknowledges that such canstruction
plans must be submitted for review and appraval by Lessar in its
capacity as the administrator of the Renton Municipal Airport, in
additian to those approvals of tha building plans required by the
building and zoning codes of the City of Renton. In addition,
Lessee understands and acknowledges that any assignment of the
Lessee's interest in this Lease for the purpose of the constructian
of such facilities requires the prior written approval of Lessor.
2 ,2 .2 Grant of Option to Extend Term: In the event
that Lessee has, an or before December 31, 1993 , campleted
construction of hangar improvements upon the premises in accordance
with the plans and specifications approved by the Lessor as
described in Paragraph 2 . 2. 1 above, then in such event Lessar
grants unto Lessee the right and option to renew or extend this
Lease for a further term of four (4) years, commencing on the
expiration of the initial term hereof and terminating on December
31, 2023, upon the same terms and conditions provided herein.
2 .2 . 3 Rental: TY►e amount of rental ta be paid durinq
such extended term shall be computed in accordance with the
provisions of Paragraph 3 .2 as if the extended term was a part of
the initial term.
2 . 2 .4 Notice: Notice of Lessee's intent to exercise
the option to extend the term of this lease shall be the notice
specified in Paragraph 9. 5. Upon the exercise of this option to
extend the term of this lease, the parties shall execute an
addendum acknowledging the extension of the term of this lease and
the new termination date of this lease.
3. RENTAL:
3 , 1 Initial Rental: As rental for the above-described
premises during initial lease term, Lessee shall pay unto Lessor
a monthly rental in the sum of ONE THOUSAND SEVEN HUNDRED EIGHTY-
THREE AND 03/100 Dollars ($1,783 . 03} , plus Leasehald Excise Tax as
described in Paragraph 3 . 6 below, payable promptly in advance on
the first day of each and every month. All such payments shall be
made to the Director af Finance, Municipal Building, Renton,
Washington. The initial rental is computed as follows, and is
based upon an estimated ground lease area (which the parties
stipulate to be accurate) of 71, 320.98 square feet.
LEASE AGREEMENT - 3
City of Rentan to Northwest Seaplanes, Inc.
Rental Payment Schedule
71, 320.98 sq. ft. @ $. 30/sq. ft. per year = $21, 396. 29
annual rental divided by 12 = $1,783 . 03 rental per manth,
plus Leasehold Excise Tax per Paragraph 3.6 belaw.
3. 2 Ad1ustment af Rental:
3.2. 1 Rental Ad�ustment Date: The initial rental as
specified above shall continue until December 31, 1996 ("Rental
Adjustment Date"} ,
3 . 2 . 2 Notice of Request for Readiustment af Rental:
At least thirty (30) days prior to the Rental Adjustment Date
either party shall, if they shall desire to adjust the rental rate
for the ensuing five (5) year periad, provide to the other party
a written request for readjustment of the rental rate pursuant to
R. C.W. 14 .08. 120 (5) .
3 . 2 . 3 Arbitration: If the parties are unable ta agree
upon such adjusted rental by negotiation for a period of thirty
(30) days, then the parties shall submit the matter of the adjusted
rental for the ensuing period to arbitration under the following
procedures:
3. 2 . 3 . 1 Lessar shall select ane arbitrator and
Lessee shall select ane. The two so chosen, if unable to agree
within a period of thirty (30) days after such appointment, shall
select a third arbitrator. The decision of the majority of such
arbitrators shall be final and binding upon the parties hereto.
3 .2. 3 . 2 The arbitrators shall be experienced real
estate appraisers and be knowledgeable in the field af comparable
airport rentals and use eharges in King Caunty and shall give due
consideration to any change in economic conditions from the
preceding rental periad.
3 .2 . 3.3 Leasehold improvements made by the Lessee
shall not be considered as part of the leased premises for the
purpase of future adjustments or readjustments of the rental rates.
3 . 2.3.4 The arbitrators shall make their decision
in writing within sixty (60) days after their appointment, unless
the time is extended by the agreement of both parties. After a
review of all pertinent facts the board af arbitrators may increase
or decrease such rental rate or continue the previous rental rate
for the ensuing five (5) year term.
3 .2 . 3 . 5 Each party shall pay for and be
responsible for the fees and costs charged by the arbitrator
selected by him. The fee of the third arbitrator shall be sharad
equally by the parties.
LEASE AGREEMENT - 4
City of Renton to Northwest Seaplanes, Tnc.
3 . 2.4 The readjusted rental in each case, whether
determined by arbitration or by agreement of the parties
themselves, shall be effective as of the Rental Adjustment Date.
3 . 3 Late Payment Charae: It is hereby further agreed that
if such rental is not paid before the lOth of each month then there
will be added a late payment charge af 5% per month for each manth
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 Lessar is returned unpaid far any reason, Lessor
reserves the riqht to make an additional charge of Ten Dollars
($10. 00) .
3.4 Attorneys FeesjCallection Charges: Should it be
necessary to refer this lease to an attorney far 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 collectian of past-due rent or enforcement of any
right ar duty hereunder shall entitle the city to recover, in
addition to any late payment charge, any costs of collection or
enfarcement, including attorney's fees.
3 . 5 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 successars, or by any ather
governmental agency or autharity, being or becoming levied or
charged against the premises, structures, business operations, or
activities conducted by or use made by Lessee of, on, and fram the
leased premises which shall include, but not be limited ta, all
charges far light, heat, gas, pawer, garbage, water and other
utilities or services rendered to said premises.
3. 6 Leasehold Excise Tax: Lessee hereby agrees and covenants
to pay unto Lessar that certain leasehold excise tax as established
by RCW Chapter 82.29A, as amended, ar 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
Rentan, at the same time the monthly rental is due. In the event
that the State of Washington or any other governmental autharity
having jurisdiction thereaver shall hereafter levy or impose any
similar tax or charge on this lease or the leasehold estate, then
Lessee agrees and cavenants to pay said tax or charge, when due.
LEASE AGREEMENT - 5
City of Renton ta Narthwest Seaplar�es, Inc.
Such tax or charge shall be in addition to the regular manthly
rentals,
3 . 7 Pro-Rated Rental: Rental for any period during the term
of this lease which is less than one (1) month shall be paid in a
pro rata portion af the monthly rental installment amaunt.
4 . RENTAL DEPOSI2: Lessee further agrees to depasit the
first and last month's rental with Lessor in the sum of THREE
THOUSAND FIVE HUNDRED SIXTY-STX AND 06/100 Dollars ($3 , 566. 06) ,
receipt of which is acknowledged by Lessor. Lessor shall nat be
required to keep the security deposit separate from its general
account. Interest earned thereon shall be for the credit of the
Lessor.
5. PAYMENT OF UTILITIES AND RELATED SERVICES. Lessee shall
pay for all light, heat, gas, power, garbage, water, sewer and
janitarial service used in the Premises. Lessor shall nat be
liable far 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 interruptian ar failure
of such services incident to the making of rapairs, alterations or
impravements, 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.
6. 1 General Acceptance of Premises: By occupying the
Premises, Lessee formally accepts the same in AS IS condition, and
acknawledges that the Lessor has complied with all the requirements
impased 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 accapts this
Lease subject thereto and to all matters disclosed thereby and by
any e�ibits attached hereto. Lessee acknowledges that neither
Lessor nor Lessor's agent has made any representation or warranty
as to the suitability af the Premises for the conduct of Lessee's
business or use. Except as otherwise pravided herein, Lessor
warrants Lessee's right to peaceably and quietly enjoy the premises
without any disturbance from Lessor, or others claiming by or
thraugh Lessor.
6.2 Future Installation of Security Fence: Lessee
acknowledges that it understands and agrees that at some time
during the term of this lease access to the Premises may be
restricted by the installation of a security fence running
generally Narth and South alang a line generally thirty-five (35)
LEASE AGREEMENT - 6
City af Renton to Northwest Seaplanes, Inc.
to forty (40} feet East of the existing Airport perimeter fence
(the "5ecurity Fence") , provided as follows:
6.2 . 1 That the Security Fence shall incorporate a
manually operated vehicle gate for access ta the Premises which is
reasonably satisfactory to Lessee; and
6.2 .2 That the Security Fence and its related
improvements shall be installed at the sole cost and expense of
Lessor; and
6. 2. 3 Effective as of the date installation of the
Security Fence is completed, this Lease shall be amended by adding
ta the parcel of property subject to this Lease the parcel af
praperty which abuts the Premises on the North, and lying Easterly
af the Security Fence, and removing from the leasehald the property
that is Westerly of the Security Fence that is not used for
Lessee's parking. The parties agree that an area Westerly of the
Security Fence shall be designated by Lessor for up ta eight (8j
spaces for public parking for users of the seaplane ramp facility,
which area shall not be included within the leasehold.
6.2 .4 Effective as of the date installation of the
Security Fence is completed, the rental set forth in Paragraph 3 . 1
shall be adjusted by multiplying the square feet of area adjusted
pursuant to Paragraph 6.2 . 3 by the then applicable rental rate.
6.2 . 5 The exact trace of the Security Fence shall be
established by Lessor following consultatian with Lessee. In the
event of any disagreement regarding the trace of the Security
Fence, the Lessar's designation of the trace of the Security Fence
shall prevail. Upon installation of the Security Fence, access by
motor vehicles to the aviation area side (East side) of the
Security Fence shall be restricted to employees of Lessee unless
Lessee enters into a separate agreement with Lessor concerning
access control and responsibility.
7 . PURPOSE•
7. 1 Use of Premises: The Premises are leased to the Lessee
for the fallowing described purposes:
7. 1. 1 Operation af uncovered aircraft tie-dawn
facilities available for rent to the public upon requast.
7 . 1. 2 Canstructian of aircraft hangar(s) including
affice, waiting roam, telephone, restrooms and other areas, if
required by the Airport Minimum Standards, and subject to raview
and approval of Lessee's devalapment concept by the City of Renton,
and, in addition thereto, normal building and zoning permit
appravals as required by law; and
LEASE AGREEMENT - 7
City of Renton to Narthwest Seaplanes, Inc.
7. 1. 3 Operation of FAR Part 135, Commercial, aircraft
service from the premises and building upon completian and appraval
of the required areas within the building described in Paragraph
7. 1,2 abova.
7 . 1.4 Employees and visitors of the Lessee may park
their mator vehicles only on the area to the West of the
established, paved, tie-down area. Tie-down area tenants and their
visitors may park their motor vehicles only an, in front of, or
behind leased tie-down areas, so as to not obstruct the movement
of aircraft or motor vehicles by other tie-down area tenants.
7 . 1.5 The operation of employee, tie-down tenant, and
visitor vehicles upon the West Aircraft Apron, i.e. , that area
between the West edge stripe af the Wast parallel taxiway and the
Airplane Parking Restriction Line {the East boundary of the
Premises} is not permitted.
7. 2 Continuous Use: Lessee covenants that the premises shall
be cantinuously used far those purposes during the term af the
lease, shall not be allowed to stand vacant or idle, and shall not
be used for any other purpose without Lessor's written consent
first having been obtained. Consent of Lessor to other types of
activities will not be unreasanably withheld.
7.3 Nan-Aviation Uses Prohibited: Lessee 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.
7.4 Si ns: No advertising matter or signs shall be at any
time displayed on the leased premises or structures without the
written approval of Lessor, which will not be unreasonably
withheld.
7. 5 Conformity with Rules: Lessee further covenants to keep
and operate the Premises and all structures, improvements, and
activities in conformity with all rules, regulations and laws naw
or hereafter adapted by Lessor, including the Airport's Minimum
Standards which are incorporated herein by this reference, the
Federal Aviation Administration, the State Aeronautics Commission,
or ather duly constituted governmental authority, all at Lessee's
cost and expense.
7. 6 Waste; Nuisance; Illegal Activities: Lessee covenants
that he will nat 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.
LEASE AGREEMENT - 8
City of Renton to Northwest Seaplanes, Inc.
7.7 Increased Insurance Risk: Lessee will not do or permit
to be done in ar 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. 8 Hazardaus Waste:
7 . 8. 1 Lessee`s Representation and Warrantv: In
particular, Lessee represents and warrants to the Lessor that
Lessee'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 Lessee's ordinary course af
business.
7 .8,2 Standard of Care: Lessee agrees to use a high
degree of care to be certain that no such hazardous substance is
impraperly used, released or disposed on the Premises during the
term of this lease by Lessee, its agents or assigns, or is
improperly used, released or disposed on the premises by the act
of any third party.
7 .8. 3 Indemnitv:
(a) The parties agree that Lessor shall have no
responsibility ta the Lessee, 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 dispositian of any such hazardous
substance an, in, or at the Premises, and not caused by Lessor,
during the term of this Lease. Lessee agrees to indemnify and hold
harmless the Lessor from any obligation ar expense, including fees
incurred by the Lessor for attorneys, consultants, engineers,
damages, including environmental resource damages, etc. , arising
by reason af the release or disposition af any such hazardous
substance upan the Premises not caused by Lessor, includinq
remedial action under R.C.W. Chapter 70. 105D, during the term of
this Lease.
(b) The parties agree that Lessee shall have no
responsibility to the Lessor, ar 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 Lessee,
prior to the term af this Lease. Lessor agrees to indemnify and
hald harmless the Lessee from any obligation or expense, including
fees incurred by the Lessee 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 Lessee, including
remedial action under R.C.W. Chapter 70. 105D, prior to the term of
this Lease.
LEASE AGREEMENT - 9
City of Renton to Northwest Seaplanes, Inc.
7. 8. 4 Dispute Resolution: In the event of any
dispute between the parties cancerning whether any release af or
dispasition of any such hazardous substance on, in ar at the
premises (a) occurred during the term of this lease, ar (b) was
caused by Lessor, 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 periad af
thirty {30) days after such appointment, shall select a third
arbitrator. The third arbitratar 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 appaintment, unless the time is
extended by the agreement of the parties. The decisian af a
maj�rity 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 Pramises 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 ta make any improvements, alteratian, or repair of
any kind upon the Premises. Lessee is responsible fc�r the clean-
up and proper disposal at reasonable and regular intervals of
rubbish, trash, waste and leaves upon the Premises, including that
blown against fences bordering the Premises, whether as a result
of the operatian of Lessee's aircraft tie-down storage activities
ar having been depasited upan the Premises from other areas.
8. 2 Remaval of Snow,_/FloodwaterJMud: Lessee shall be
responsible far removal of snow and/or floodwaters ar mud deposited
therefram from the Premises, with the disposition thereaf to be
accomplished in such a manner so as to not interfere with ar
increase the maintenance activities of Lessor upon the public areas
of the Airport.
8. 3 Repair af Personal Propertv: It is further agread that
all personal property on the Premises shall be at the risk of
Lessee only, and that Lessor or Lessor's agents shall not be liable
for any damage either to persans or property sustained by Lessee
or other persons due to the Premises or improvements therevn
becoming out af repair.
8 .4 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
LEASE AGREEMENT - 10
City of Renton to Northwest Seaplanea, Inc,
in goad 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.
9. 1 Lessor's Consent Required: Lessee will not make any
alterations, additions or impravements in or to the Premises
withaut the written consent of Lessor first having been abtained.
9.2 Pratection from Liens: Before commencing any work
relating ta alterations, additions and improvements affectinq the
Premises, Lessee shall notify Lessor in writing of the expected
date of cammencement thereof. Lessor shall then have the right at
any time and from time to ti.me ta post and maintain on the Premises
such natices as Lessee reasonably deems necessary to protect the
Premises and Lessor from mechanics' liens, mat�rialmen'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 ta have been furnished
to Lessee or to Lessee's agents or contractors in cannection with
work af any character perfarmed or claimed to have been performed
an the Premises by or at the direction af Lessee.
9.3 Bond: At any time Lessee either desires ta or is
required to make any repairs, alterations, additions, improvements
ar utility installation thereon, or otherwise, Lessor may at its
sole aption require Lessee, at Lessee's sole cost and expense, to
obtain and provide to Lessar a lien and campletion band in an
amount equal to ane and ane-half (1-1/2} times the estimated cost
of such improvements, to insure Lessor against liability for
mechanics and materialmen's liens and to insure completion of the
wark.
9. 4 Lessor May Make Improvements: Lessee agrees that Lessor,
at its optian, may at its own expense make repairs, alterations or
impravements which Lessor may deem necessary or advisable for the
preservation, safety or impravement of the Premises or improvements
located thereon, if any.
9.5 Notification of Completion: Upon campletion of capital
improvements made on the Premises, it is the Lessee's
responsibility tc� pramptly notify Lessor of such completion.
10. IMPROVEMENTS: As further cansideration far this lease,
it is agreed that at the expiration of the term, or extensions
thereof, if any, of this lease, all structures and any and all
impravements of any character whatsoever installed on the Premises
LEASE AGREEMENT - 11
City of Renton to Narthwest Seaplanes, Inc.
shall be and become the property of the Lessor, and title thereta
shall pass and revert to Lessor at such termination, and none of
such improvements now or hereafter placed an the Premises shall be
removed therefrom at any time without Lessar's written consent.
The Lessar shall have the alternative, at its optian, to require
Lessee, upon the expiration of the term or extensions thereof, if
any, ta remave any and all impravements and structures installed
by Lessee fram the Premises and repair any damage caused thereby,
at Lessee's expense.
11. 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,
ar the impravements, fixtures and appurtanances of which the
premises canstitute a part; or (b) water coming from the roof,
water pipes, flooding of the Cedar River ar other bady of water,
or from any ather source whatsaever, whether within or withaut the
Premises; or (c) any act or omission of any Lessee ar other
occupants of the buiiding, or their aqents, servants, emplayees or
invitees thereof.
12 . INDEMNITY: Lessee covenants to indemnify and save
harmless Lessor against any and all claims arising from the cflnduct
and management of or from any work or thing whatsoever done in or
abaut the Premises or the improvements ar equipment thereon during
the lease term, or arising from any act or negligence of the Lessee
or any af its agents, contractors, patrons, customers, ar
employees, or arising from any accident, injury, or damage
whatsaever, however caused, to any person or persans, or ta the
property af 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 amission. Lessee, an natice from Lessor, shall resist
or defend such action or proceeding forthwith.
13 . ASSIGNMENT•
13 . 1 Assic�nmentLSublettinq: This lease ar 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 withaut the
prior written cansent of Lessor, which consent shall not be
unreasonably withheld, subject to Lessor's receipt of commercially
reasanable evidence that the proposed assignee or subtenant is in
a financial condition to undertake the obligations af this lease,
and, in the event of assignment, Lessor's receipt of an affidavit
from the propased 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
LEASE AGREEMENT - 12
City af Rentan ta Northwest Seaplanes, Inc.
Lessee. If Lessee is a corporation, the transfer of a majority af
Lessee's stock shall constitute an assignment far purposes of this
paragraph.
13 .2 Sublettina: Lessee may sublet portions of the Premises
for the purpose of aircraft storage on a manth-to-manth or longer
basis (but �ot langer than the term of this Lease} , provided that
Lessar is informed on at least an annual basis, in writing, af the
name of the sublessee, the purpose af the sublease, the amount of
the rental charged, and the type of aircraft stored (make, model
and registration number) . For spaces rented to itinerant aircraft
operators on a less than month-ta-manth basis, Lessor is ta be
informed at least once annually, in writing, of the number of
aircraft tie-down spaces used far this purpose, and the total
annual revenue received by Lessee from these spaces. Such
informatian shall be disclosed upan request by Lessor.
13. 3 Subsequent Consent Required: In the event written
consent to assignment ar subletting shall be given by Lessor, no
ather subsequent assignment, assignments, or subletting shall be
made by such assignee or assignees, or sublessee, without the prior
written consent of Lessor. It is expressly agreed that if cansent
is onca given by the Lessor to the assignment of this lease or any
interest therein or ta the subletting of the whole or any part of
the premises, then Lessor shall not be barred from afterwards
refusing to consent to any further assignment c�f said lease ar
subletting of said leased premises.
13 .4 Release of Lessee's Liabilitv: No subletting shall
release Lessee of Lessee's obligation to pay the rent and ta
perform all other obligations to be performed by Lessee h�reunder
for the term of this Lease. No assignment shall so release Lessee
unless Lessor's consent is obtained pursuant to Paragraph 13. 1.
In the event that Lessor's consent ta assignment is so obtained,
Lessee shall be relieved of all liability arising from this lease
and arising out af any act, occurrence or omission occurring after
Lessar's cansent is abtained. The Lessee's assignee shall be
deemed to have assumed and agreed ta carry out all of the
obiigations of Lessee under this lease.
14 . DEFAULT:
14 . 1 Events of Default: It is expressly understood and agreed
that in the event the Premises shall be deserted or vacated, or if
defauit be made in the payment of the rent or any part thereof as
herein specified, or if, without consent of the Lessor, the Lessee
shall sell, assign, or mortgage this lease, or if default be made
in the performance of any of the material covenants and aqreements
in this lease contained on the part of the Lessee to be kept and
performed, ar if Lessee shall fail to comply with any of the
statutes, ordinances, rules, orders, regulations, and requirements
LEASE AGREEMENT - 13
City of Renton to Northwest Seaplanes, Inc.
of the federal, state, and city governments, or if Lessee shall
fil� a petitian for bankruptcy or be adjudicated a bankrupt, ar
make assignment for the benefit of creditors or take advantage of
any insolvency act, the Lessor may, if it so elects, at any time
thereafter, terminate this lease and the term hereaf, on giving ta
the Lessee thirty (30) days notice, in writing, af the Lessor's
intention to do sa if the event causing the default is not
corrected.
14 . 2 Additional Securitv: In the event of default as provided
above, which default remains uncured for more than ten {10) days
after Lessar notice of default, Lessor may request and Lessee shall
pravide adequate assurance of future performance of alI obligatians
under this lease. The adequacy of any assurance shall be
determined accarding to commercially reasonable standards.
Adequate assurance shall include, but not be limited to, a deposit
in escrow, a guarantee by a third party acceptable ta Lessor, a
surety bond, ar a letter of credit. Lessee's failure to provide
adequate assurance within twenty (20) days of receipt of a request
by lessor shall constitute a material breach and Lessor may in its
discretion terminate this lease.
14 . 3 Terminatian of Lease: Upon the expiratian of either of
the notice periods specified in Paragraphs 14. 1 or 14 .2 above, and
if the event causing the default is not corrected, this lease and
the term hereof, together with any and all other rights and optians
af Lessee herein specified, shall. expire and come to an end on the
day fixed in such notice, except that Lessee's obligation and
liability for any unpaid rentals ar other charges heretofore
accrued shall remain unabated. Lessor may thereupon re-enter said
premises with or without due pracess of law, using such force as
may be necessary to remove all persons or property therefrom, and
Lessor shall not be liable for damages by reason of such re-entry
or f orf eiture.
15. BINDING AGREEMENT: Subject ta the restriction upon
assignment or subletting as set forth herein, aZl of the terms,
conditions, and provisions of this Lease shall be binding upon the
parties, their successors and assigns, and in the case of a Lessee
who is a natural person, his or her personal representative and
heirs.
16. RIGHT OF INSPECTION. Lessee will allow Lessor, ar
Lessar's agent, free access at all reasonable times to the Premises
for the purpose of inspection, or of making repairs, additions ar
alterations to the Premises, ar any property owned by or under the
control of Lessar.
17 . CONDEMNATION: If the whale or any substantial part af
the Premises shall be condemned or taken by Lessor or any caunty,
state, or federal authority for any purpase, then the term of this
LEASE AGREEMENT - 14
City of Renton ta Northwest Seaplanes, Inc.
lease shall cease as to the part so taken from the day the
passession of that part shall be required for any purpose, and the
rent shall be paid up to that date. Frorn that day the Lessee ar
Lessor shall have the right to either cancel this lease and declare
the same null and void, or to continue in the possession of the
remainder of the same under the terms herein pravided, 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
praperty af the Lessar, whether such damage shall be awarded as
compensation for the diminution in value to the leasehold, ar to
the fee of the premises herein leased. Damages awarded for the
taking of Lessee's improvements located an the premises shall
belong to and be awarded to Lessee.
18 . SURRENDER OF PREMISES: Lessee shall quit and surrender
the premises at the end af the term in as good a condition as the
reasonable use thereof would permit, narmal 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, shaii
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 patchinq and filling af hales and repair of
structural damage.
19. INSURANCE•
19. 1 Personal Praperty: It is agreed that Lessor shall not
be held liable in any manner for, or on accaunt of, any loss or
damage ta personal property of the Lessee, Lessee�s invitees or
other persons, which may be sustained by fire or water or ather
insured peril, or for the loss of any articles by burglary, theft
or any other cause fram or upon the Premises. It is acknowledged
that Lessor does nat 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 abtain suitable personal
property insurance.
].9. 2 Liability Insurance. The Lessee aqrees to maintain in
force during the term of this Lease a palicy of comprehensive
public liability and property damage insurance written by a company
authorized to da business in the State af Washington against any
liability arising out af the awnership, use, occupancy or
mai.ntenance of the Premises and all areas appurtenant thereto.
The limits of liability shall be in an amount of not less than
LEASE AGREEMENT - 15
City of Renton ta Northwest Seaplanes, Inc.
$1, 000,000. 00 for injury to or death of one person in any one
accident or occurrence and in an amaunt of nat less than
$1, 000,000. 00 for injury to or death of more than one person in any
ane accident or occurrence, and of not less than $1, 000, 000. 00 for
praperty damage. The limits of said insurance shail not, however,
limit the liability of Lessee hereunder. The insurance policy
shall have a Landlard's Protective Liability endorsement attached
thereto.
19. 3 Insurance Policies: Insurance required hereunder shall
be written in companies acceptable ta Lessor and rated A-10 or
better in "Best's Insurance Guides" . Coverages shall be submitted
on forms prescribed by Lessor, Prior to possession, the Lessee
shall deliver to Lessor copies of policies af such insurance
acquired by Lessee, or certificates evidencing the existence and
amounts of such insurance, with lass payable clauses satisfactory
ta Lessor. Lessor shall be named as an additional insured. No
such policy shall be cancellable or subject to reduction of
coverage or other modification except after thirty (30) days' prior
written notice to Lessor. Lessee shall, nat less than thirty (30)
days prior to the expiratian of such policies, furnish Lessor with
renewals or "binders" therefor. Lessee shall not do or permit to
be done anything which shall invalidate the insurance policies
referred to abave. Lessee shall forthwith, upon Lessor's demand,
reimburse Lessor for any additional premiums attributable to any
act or omission or operation of Lessee causing such increase in the
cost of insurance. If the Lessee shall fail to procure and
maintain said insurance the Lessor may, but shall not be required
to, procure and maintain the same, but at the expense af Lessee.
19 . 4 Waiver of Subrogation: Lessee and Lessor each waives any
and all rights af recovery against the other, ar against the
off icers, employees, agents and representatives of the ather, for
loss of or damage to such waiving party or its property or the
property of others under its control, where such loss or damage is
insured against under any insurance policy in force at the time of
such loss ar damage. Lessee shall, upon obtaining the policies of
insurance required hereunder, give natice to the insurance carriers
that the foregoing mutual waiver of subrogation is contained in
this Lease.
20. TAXES: Lessee shall be responsible for the payment of
any and ail taxes and assessments upon any property or use acquired
under this agreement.
2I. 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 shali be deemed to be occupying the Premises as a
tenant from month-to-month. All the conditions, terms, and
LEASE AGREEMENT - 16
City of Rentpn to Northwest Seaplanes, Inc.
provisions of this lease, insofar as applicable to a manth-to-manth
tenancy, shall likewise be applicable during such period.
22 . NO WAIVER: It is further cavenanted and agreed between
the parties hereta that no waiver by Lessar of a breach by Lessee
of any covenant, agreement, stipulation, or condition of this lease
shall be construed to be a waiver of any succeeding breach af the
same cavenant, agreement, stipulation, ar condition, ar a breach
of any other covenant agreement, stipulation, or condition. The
acceptance by the Lessor of rent after any breach by the Lessee of
any covenant or condition by Lessee ta be performed or observed
shall be construed to be payment for the use and occupation of the
premises and shall nat waive any such breach or any right of
forfeiture arising therefrom.
23 . NOTICES: AIl 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
fallowing address:
Airport Manager
616 West Perimeter Road
Rentan, Washington 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.
24 . DISCRIMINATION PROHIBITED:
24 . 1 Discrimination Prahibited: Lessee cavenants and agrees
not to discriminate against any person or class of persons by
reason of race, color, creed, sex ar natianal origin in the use of
any of its facilities provided for the public in the Airport.
Lessee further agrees to furnish services on a fair, equal and not
unjustly discriminatory basis to all users thereof, and to charge
an a fair, reasonable and not unjustly discriminatory basis for
each unit of service; pravided that Lessee may make reasonable
and nr�n-discriminatory discounts, rebates, ar other similar types
of price reductians to volume purchasers.
24 .2 Minarity Business Enterprise Policy: It is the policy
of the Department of Transportatian that minority business
enterprises as defined in 49 C. F.R. Part 23 shall have the maximum
opportunity ta participate in the performance af 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 sha11 be excluded from
participatian in, denied the benefits of ar otherwise discriminated
against in connection with the award and perfarmance of any
contract, including leases covered by 49 C.F.R, Part 23, on the
grounds of race, calar, national origin or sex.
LEASE AGREEMENT - 17
City of Renton to Northwest Seaplanes, Inc.
24 . 3 Application to Sub-leases: Subject to the provisions af
Paragraph 13 of this Lease, Lessee 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 of this Lease.
25. FORCE MAJEURE: In the event that either party hereto
shall be delayed or hindered in or prevented from the performance
of any act required hereunder by reason of strikes, lockouts, labor
troubles, inability ta pracure materials, failure of power,
restrictive gavernmental laws or regulations, riots, insurrections,
war, or ather reason of like nature not the fault of the party
delayed in perfarming work or doing acts required under the terms
of this Lease, then perfarmance of such act shall be axtended for
a period equivalent to the period of such delay. The provisions
af this paragraph shall not, however, operate to excuse Lessee from
the prompt payment of rent, or any other payment required by the
terms of this Lease, to be made by Lessee.
26. TIME OF ESSENCE: Time is of the essence of this
agreement.
27 . CAPTIONS: Article and paragraph captians are not a part
hereof.
28. 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 modificatian.
29. CUMULATIVE REMEDIES: No remedy or electian hereunder
shall be deemed exclusive, but shall wherever possib3e, be
cumulative with all other remedies at law ar in equity.
30. CORPORATE AUTHORITY: If Lessee is a corporation, each
individual executing this Lease an behalf of said corporation
represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation in accardance with
a duly adopted resolution of the Board of Directors of said
corparation and in accordance with the Bylawa of said corparation,
and that this Lease is binding upon said corporation in accordance
with its terms.
31. TRANSFER OF PREMISE5 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 liability arising
frt�m this Lease and arising out of any act, occurrence or amission
occurring after the consummation of such sale, canveyance, transfer
or assignment. The Lessar's transferee shail be deemed to have
LEASE AGREEMENT - 18
City of Renton to Northwest Seaplanes, Inc.
assumed and agreed ta carry aut all of the obligations �f the
Lessor under this Lease, including any abligation with respect to
the return af any sacurity deposit.
LESSEE: LESSOR:
NORTHWEST SEAPLANES, INC. THE CITY OF RENTON
a Washingtan corporatian a Washington municipal
co��qrat ian
� . ,1
�y bY � � i
its: Mayor `1
Date�_ fZ-3t-"J! Date; ��'L �7 � f " � __
ATTEST:
By � �
i t s� b�i �l,�G, � '��,�'t�Gvc�'
Date• City C /
Date: � `C-L�� /`��I
Approv as to legal. io�-m:
�iti't/tlN�/k!r l�'t'�.(��C,,.,.-----_
City Attarney �
D5. 6:NWSEAPLA: lOJ18/91:dk
�t�t� of V'Ja ingtan
�Qunt�,r ai�� ,.di►�t�;�
SfgfteC! E�,2��ra m��,�'� r / � � �~ �
� .,�,....�..�. t}y/ �
--._
��:�il?!i'CG� C7f
��e'Ci<'.i 1,'t�' E.,�`i�;r
11tit � �.,...,�_,,..,_�
t . .�.,.
P�iy��,��7aa;�trn.;it �;x,irns
LEASE AGREEMENT — 19
City of Renton to Northwest Seapl.anes, Inc.
STATE OF WASHINGTON )
j ss
COUNTY OF KING )
I, the undersigned, a Natary Public in and far the State of
Washington, hereby certify that on����, 1991, personally
appeared befare me Earl Clymer and Marilyn Petersen, known to
me ta be the duly qualified and acting Mayor and City Clerk,
respectively, af the City af Renton, Washington, and acknowledged
that they executed the above and foregoing instrument for the City
of Renton as the free and valuntary act and deed af said city for
the uses and purposes therein set forth, and upan oath stated that
such execution af said instrument by them is duly and regularly
autharized, and that the seal attached thereta is the corporate
seal af the City of Renton.
No a Pu ic ' and fo th� �ySt�it��
of Washing n, residing at kc.�ton.
My Commission Expires �� e'�.'��� �
LEASE AGREEMEI�T - 20
City of Renton ta Narthwest Seaplanes, Inc.
LAG
�XHIBIT "A"
NORTHIYEST S�APLANES
That portion of tt�e Northwest Quarter of Section 7, Township 23 North Range 5
East tiY,M. described as follows:
Con�mencing at a point 14 feet norttierly of the zntersection of the �Yest Margin
af Lake Avenue South (formeriy Lake Slreet) with the cenkerline of Airport 1Vay S.
(formerly Dixie Avenue according to the plat of Rcnton Real �state First Addn. as
recorded in Votume 21, Page 50 Records of King County 1�'ashington);
Thence South 87°30"lT East on a ]ine 10 fcet I�lorth of aiid parallel to the
centertine of Airport 1Vay South a distance of 285.31 feet to its intersection witli the
southerly extension oF the centerline of the existing runway of the City of Renton
Airpart;
Thence along sai8 run�vay centerline North 04°49"43' Wesk a diskance of 294.74
feet to a point referred to as Runway Station 0+00;
Thence North 04°49"43' �Vest a distance of 4,792.70 feek;
Thence Sauth 85°10"t7' �Vest a distance oF 375A0 feet to the point of t�eginning;
Thence continuing South 85°]0"17' West a distance of 235.00 feet;
Thence North 3I°38"39' �Yest a distance of 112.05 feet;
Thence South $5°10"i7' West a distance af 13.48 feet;
Thence North l l°36"50' East a distance oF 102.26 feet;
Thence Nortli 16°21"28' East a distance of 29.53 feek;
Thence North 20°35"40' East a distance of 39.62 feet;
Tlience North 2Q°3S"40' East a distance of 5.�8 feet;
Thence North $5°20"29' Eask a distance af 240.18 feet;
Thence South 04°49"43' Eask a distance of 2G5.47 feet ta the True Point of
Beginning.
AREA: 7],320.98 Square Feek
EXHIBIT "G"
hJORTk�t�IE�T SEAPLANES
� so'sa�4o�E
a.�s�
H 20'96'40`E
86'20' 28'
39.82' 240.18"
M 18'21'28' E
2D,63'
os
m �
d, }
71,32Q.98 sq, f't, " �
� m
0
;�
,�
a
� �
� �
y
►t ea'�o^t7• � ' `'...
73.A8'
oa ��
rO+Q.
4.
t1 Bb'10'i7' �
236.00'
C;ITY OF REN1'ON
DEPARThfENT OF Pi16LIG WORKS
. � NORTHWE51' SEAPUINES
LEASE AGREEMENT
ccs�cwEn: MDD o,�s: NOV i, 1991 �� ��:
oruwN:
ci�[cneo; S�NO SCALE Ra� "`�
�_,_�-,.. APPachEo. ...<�+o.>w+�.e w..a SNEF.T: � Of: �