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HomeMy WebLinkAboutLease LAG 08-007 BUILDING LEASE Between City of Renton and AcuWings, LLC THIS LEASE (hereinafter "Lease") is made and entered into this fifth day of August, 2008, by and between THE CITY OF RENTON, a Washington municipal corporation (hereinafter "Landlord") and AcuWings, LLC, a Washington limited liability company (hereinafter"Tenant"). FOR VALUABLE CONSIDERATION and in consideration of the covenants and agreements set forth in this Lease, Landlord and Tenant agree as follows: 1. GRANT OF LEASE: La. Legal Description: Landlord hereby leases to Tenant, and Tenant leases from Landlord for the Term described in Paragraph 3 below; the parcel of land, which is a portion of the real property legally described in Exhibit "A" (captioned "Legal Description and Lease Map"), which is attached hereto and incorporated herein by this reference, together with the improvements, if any, presently located on such plat of ground (collectively, the "Premises"). Said Premises include the northern one-half(1/2) of the drive lane connected to Gate V-4, which drive lane is on the southern portion of the leased area. Lb. Common Areas: Tenant, and its authorized representatives, shall have the right to use, in common with others, on a non-exclusive basis and subject to the Airport Regulations and Minimum Standards, 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. CONDITIONS: 2.a. Specific Conditions: This Lease, and Tenant's rights and permitted uses under this Lease, are subject to the following: 2.a.(1) Easements, restrictions and reservations of record and as further set forth herein; 2.a.(2) Such rules and regulations as now exist or may hereafter be promulgated by the Landlord from time to time, including the Airport Regulations and Minimum Standards, and Landlord's standards concerning operation of public aviation service activities from the Airport, and LEASE AGREEMENT 1 City of Renton to AcuWings, LLC. a Washington limited liability corporation l 0 • LAG 08- 2.a.(3) All such non-discriminatory charges and fees for such use as may be established from time to time by Landlord. 2.b. No Conveyance of Airport: This Lease 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 Landlord reserves the absolute right to lease or permit the use of any portion of the Airport for any purpose deemed suitable for the Airport, except that portion that is leased hereby. 2.c. Nature of Landlord's Interest: It is expressly understood and agreed that Landlord holds and operates the Airport, and the Premises under and subject to a grant and conveyance thereof to Landlord 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 Landlord 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 Tenant also accepts and will hold and use this Lease and the Premises subject thereto and to all contingencies, risks, and eventualities of or arising out of the foregoing, and if this Lease, its Term, or any conditions or provisions of this Lease 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 Lease affected thereby, all without any liability on the part of, or recourse against, Landlord in favor of Tenant, provided that Landlord does not exceed its authority under the foregoing legislation, rules and regulations. 2.d. Future Development/Funding: Nothing contained in this Lease shall operate or be construed to prevent or hinder the future development, improvements, or operation of Airport by Landlord, its agents, successors or assigns, or any department or agency of the State of Washington or of the United States, or the consummation of any loan or grant of federal or state funds in aid of the development, improvement, or operation of the Renton Airport. 3. TERM: 3.a. Initial Term: The initial term of this lease (herein referred to as "Term") shall be for a five (5) year period commencing on the December 15, 2008, (herinafter "Commencement Date"), and terminating on December 14, 2013, (hereinafter"Expiration Date"). LEASE AGREEMENT 2 City of Renton to AcuWings, LLC. a Washington limited liability corporation i • LAG 08- 3.b. Option to Extend Term: In the event that Tenant has fully and faithfully complied with all the terms and conditions of this Lease throughout the InitialTerm, then Tenant shall have the right to extend the Term of this Lease for a further period of five (5) years. 3.b.1. Rental: The amount of rental to be paid during any extended term shall be negotiated at the time Tenant notifies Landlord of Tenant's desire to extend the Term of the Lease. 3.b.2. Notice of Desire to Extend Lease Term: Notice of Tenant's desire to exercise its Option to Extend the Term of the Lease shall conform to the requirements in Section 24 below. 3.b.3. Addendum: No Extension of the Lease Term will be effective unless and until an Addendum is executed between the Landlord and Tenant. 4. RENT: 4.a. Minimum Monthly Rent: Tenant shall pay to Landlord a Minimum Monthly Rent in the sum of three thousand six hundred seventy three and 08/100 Dollars ($3,673.08), PLUS Leasehold Excise Tax as described in Section 5, below, without deduction, offset, prior notice or demand, payable promptly in advance on the first day of each and every month during the Term. All such payments shall be made to the Director of Finance, City of Renton, City Hall, 1055 South Grady Way, Renton, Washington 98055. The Monthly Rent is computed as follows: Ground (54,478 square feet)($0.57 per square foot per year) _ $31,052.46/yr 760 Building ($850/mo)(12 mo) _ $10,200.00/yr 756 Building(Pilot Briefing Building) ($235.37/mo)(12 mo) _ $2,824.44/yr Minimum Monthl,,Rent__ $31,052.46/yr(Ground) + $10,200/yr(760 Building) + $2,824.44/yr (756 Building) =12 mo= $3,673.08 Minimum Monthly Rent+ Leasehold Excise Tax 4.b. Periodic Rental Adjustment: The Minimum Monthly Rent shall be subject to adjustment on the third (3`d) anniversary of the Commencement Date and every three years thereafter on the anniversary of the Commencement Date (any of which shall hereinafter be referred to as "Adjustment Date") as follows: The Consumer Price Index for All Urban Consumers for Seattle-Tacoma-Bremerton, All Items (1982-84=100) published by the United States Department of Labor, Bureau of Labor Statistics ("Index") which is published nearest, but preceding, the Commencement LEASE AGREEMENT 3 City of Renton to AcuWings, LLC. a Washington limited liability corporation I • LAG 08- Date (the `Beginning Index") shall be compared with the Index which is published nearest, but preceding, each Adjustment Date(the"Adjustment Index"). For the first Periodic Rent Adjustment, if the Adjustment Index has increased over the Beginning Index, the Minimum Monthly Rent payable for the following three (3) year period(until the next Adjustment Date) shall be set by multiplying the Minimum Monthly Rent provided for in Section 4.a. of this Lease by a fraction, the numerator of which is the Adjustment Index and the denominator of which is the Beginning Index. The product shall be the "Adjusted Monthly Rent" In no event shall the Minimum Monthly Rent be less than the Minimum Monthly Rent set forth in Section 4.a. of this Lease. 4.c. Dispute Resolution: If the parties are unable to agree upon such adjusted rental by negotiation for a period of thirty calendar(30) days, then the parties shall submit the matter of the adjusted rental for the ensuing period to arbitration. Lessor and Lessee do hereby agree that the arbitration process shall be limited to not more than one hundred fifty(150) calendar days, using the following procedures: 4c(1). Lessor shall select and appoint one arbitrator and Lessee shall select and appoint one arbitrator, both appointments to be made within a period of sixty (60) days from the end of the negotiation period cited in paragraph 4e. Lessor and Lessee shall each notify the other, by Certified Mail, of the identity of their arbitrator and the date of the postmark of the letter shall be considered the date of appointment. The two appointed arbitrators shall meet, and if unable to agree within a period of thirty (30) days after such appointment, shall, within a period of thirty (30) days, select a third arbitrator. For this process, a maximum of one hundred twenty (120) calendar days shall be allowed. 4c(2). The three arbitrators shall have thirty (30) days from the date of selection of the third arbitrator to reach a majority decision. The decision of the majority of such arbitrators shall be final and binding upon the parties hereto. For this process, a total of thirty(30) calendar days shall be allowed. 4c(3). The arbitrators shall be experienced real estate appraisers and be knowledgeable in the field of comparable airport rentals and use charges in King County and shall give due consideration to any change in economic conditions from the preceding rental period. 4c(4). Leasehold improvements made by the Lessee shall not be considered as part of the leased premises for the purpose of future adjustments or readjustments of the rental rates. 4c(5) The two arbitrators shall make their decision in writing within sixty(60) days after the date of their appointment, or in the event of a third arbitrator, within sixty(60) days after the third arbitrator's appointment, unless the time is extended by the agreement of both parties. LEASE AGREEMENT 4 City of Renton to AcuWings, LLC. a Washington limited liability corporation • ! LAG 08- After a review of all pertinent facts the board of arbitrators may increase or decrease such rental rate or continue the previous rental rate for the ensuing three(3) year term. 4c(6). 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 shared equally by the parties. 4c(7). 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. 4c(8). The provisions of this subsection shall govern disputes other than those to which Section 8.h(5) applies. 4.d. Late Payment Charge: If any Rent or fee required by this Lease is not received by Landlord from Tenant by the tenth (10th) calendar day after such Rent or fee is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the amount of such Rent per month or fee for each month such Rent or fee is delinquent, until paid. Should Tenant pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent or fees, Landlord's acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law. If any check received by Landlord from Tenant is returned unpaid for any reason, Landlord reserves the right to charge, and Tenant agrees to pay, an additional charge up to the maximum amount allowed by law. 4.e. Other Fees and Charges: Tenant shall pay, in addition to the Minimum Monthly Rent and other charges identified in this Lease, all fees and charges now in effect or hereafter levied or established by Landlord or charged against the Premises by Landlord, or levied or established by, or against the Premises 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 Tenant of, on, and from the Premises, including without limitation, Aircraft Rescue and Fire Fighting or services rendered to the Tenant or the Premises. 5. LEASEHOLD EXCISE TAX: Tenant shall pay to Landlord the leasehold excise tax as established by RCW Chapter 82.29A, as amended, or any replacement thereof, which tax shall be in addition to the Minimum Monthly Rent and other charges payable under this Lease and shall be paid separately to the Director of Finance, City of Renton, at the same time the Minimum Monthly Rent is due. If the State of Washington or any other governmental authority having jurisdiction thereover shall hereafter levy or impose any similar tax or charge on this Lease or the leasehold estate, then Tenant shall pay such tax or charge when due. Such tax or charge shall be in addition to Minimum Monthly Rent and other charges payable under this Lease. 6. PAYMENT OF UTILITIES AND RELATED SERVICES. Tenant shall pay for all utilities and services used in the Premises, including without limitation, electricity, gas, water, LEASE AGREEMENT 5 City of Renton to AcuWings, LLC. a Washington limited liability corporation • LAG 08- sewer, garbage removal, janitorial service and any other utilities and services used in the Premises. Landlord shall not be liable for any loss or damage caused by or resulting from any variation, interruption, or failure of any utility services due to any cause whatsoever. Landlord shall not be liable for temporary interruption or failure of such services incidental to the making of repairs, alterations or improvements, or due to accident, strike, act of God, or conditions or events not under Landlord's control. Temporary interruption or failure of utility services shall not be deemed a breach of the Lease or as an eviction of Tenant, or relieve Tenant from any of its obligations hereunder. 7. TENANT'S ACCEPTANCE OF PREMISES &RESTROOM FACILITIES 7.a. Acceptance of Premises: Tenant accepts the Premises in their "AS IS" condition with the improvements set out in the Second Addendum being perfomed by the Landlord. The tenant acknowledges that Landlord has complied with all of the provisions of this Lease with respect to the condition of the Premises as of the Commencement Date. Tenant accepts the Premises subject to all applicable federal, state, county and municipal laws, ordinances and regulations governing and regulating the use of the Premises. This Lease is subject to all such laws, ordinances and regulations. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business or use. Except as otherwise provided herein, Landlord warrants Tenant's right to peaceably and quietly enjoy the Premises without any disturbance from Landlord, or others claiming by or through Landlord. 7.b. Provision of Restroom Facilities: Tenant agrees to construct and/or provide restroom and/or toilet facilities for use by sub-tenants of hangars. The facilities so provided must be accessible by sub-tenants 24-hours per day, 7-days per week. Commercially available, portable chemical toilets are acceptable provided a neat and attractive appearance is maintained and the units are regularly serviced. The restroom/toilet facilities must be available to the flying public. 8. USE OF PREMISES: 8.a. Use of Premises: The Premises are leased to the Tenant for the following described purposes, in accordance with the Airport Regulations and Minimum Standards: 8.a.(1) The provision of flight instruction services. 8.a.(2) The sale and rental of aircraft, and 8.a(3) The sale of aviation related merchandise. 8.b. Continuous Use: Tenant covenants that the Premises shall be continuously used for those purposes set forth above during the Term, shall not be allowed to stand vacant or idle, and LEASE AGREEMENT 6 City of Renton to AcuWings, LLC. a Washington limited liability corporation • • LAG 08- shall not be used for any other purpose without Landlord's prior written consent. Consent of Landlord to other types of activities will not be unreasonably withheld. 8.c. Non-Aviation Uses Prohibited: Tenant agrees that the Premises may not be used for uses or activities that are not related, directly or indirectly, to aviation. 8.d. Signs: 8.d.(1) Advertising: No advertising matter or signs shall be at any time displayed on the Premises or structures without the prior written approval of Landlord, which approval will not be unreasonably withheld. 8.d.(2) Building Address: The building street number, as assigned by the City of Renton, shall be displayed in the upper right-hand corner of the (east/west) end of each building, as viewed from East/West Perimeter Road. The number type and color shall be as directed by the Airport Manager, and the number size shall be as required by current Fire Code. 8.e. Conformity with Laws, Rules and Regulations: Tenant shall comply with applicable federal, state, county and municipal laws, ordinances and regulations concerning the Premises and Tenant's use of the Premises. Tenant shall keep and operate the Premises and all structures, improvements, and activities in or about the Premises in conformity with all rules and regulations now or hereafter adopted by (i) Landlord, including the Airport Regulations and Minimum Standards, (ii) the Federal Aviation Administration, (iii) the State Aeronautics Commission, or (iv) other governmental authority, all at Tenant's cost and expense. 8.f. Waste; Nuisance; Illegal Activities: Tenant shall not permit any waste, damage, or injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance thereon, nor the use thereof for any illegal purposes or activities. 8.g. Increased Insurance Risk: Tenant 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.h. Hazardous Waste: 8.h.(1) Tenant's Representation and Warranty: Tenant 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 tenant improvements or alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant's intended use of the Premises does not and will not involve the use, production, disposal or bringing on to the Premises of any Hazardous Substances, as that term is defined in any federal, state, county, or city law or regulation, other than fuels, lubricants and other products-which are customary and necessary for use in Tenant'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. Tenant shall promptly comply LEASE AGREEMENT 7 City of Renton to AcuWings, LLC. a Washington limited liability corporation LAG 08- with all laws and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Substances, in, on or under the Premises, or incorporated in any improvements or alterations made by Tenant to the Premises, at Tenant's sole cost and expense. 8.h.(2). Standard of Care: Tenant 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 Tenant, or its authorized representatives, or are improperly used,released or disposed on the Premises by the act of any third party. I 8.h.(3) Compliance; Notification. In the event of non-compliance by Tenant, after notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, Landlord 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 Landlord shall not be obligated to give Tenant 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. Tenant shall reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such compliance activities, and such obligation shall continue even after expiration or termination of the Term. Tenant shall notify Landlord immediately of any release of any Hazardous Substances in, on or under the Premises. 8.h.(4). Indemnity: 8.h.(4)(a) Landlord shall have no responsibility to the Tenant, or any other third party, for remedial action under R.C.W. Chapter 70.105D, or any other federal, state, county or municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or under the Premises during the Term that is not caused by Landlord. Tenant shall defend, indemnify and hold harmless Landlord from any obligation or expense, including, but not limited to, fees incurred by the Landlord for attorneys, consultants, engineers, damages, environmental resource damages, and remedial action under R.C.W. Chapter 70.105D, arising by reason of the release or disposition of any Hazardous Substances in, on or under the Premises during the Term that is not caused by Landlord. 8.h.(4)(b) Tenant shall have no responsibility to the Landlord, or any other third party, for remedial action under R.C.W. Chapter 70.105D, or other legislation, in the event of a release of or disposition of any Hazardous Substance on, in, or under the Premises prior to the Commencement Date that is not caused, in whole or in part, by Tenant. Landlord shall defend, indemnify and hold harmless Tenant from any obligation or expense, including, but not limited to, fees incurred by the Landlord for attorneys, consultants, engineers, damages, environmental resource damages, and remedial action under R.C.W. Chapter 70.105D, arising by reason of the LEASE AGREEMENT 8 City of Renton to AcuWings, LLC. a Washington limited liability corporation Iii LAG 08- release or disposition of any Hazardous Substances in, on or under the Premises prior to the Commencement Date that is not caused in whole or in part by Tenant. 8.h.(4)(c) The provisions of this Subsection 8.h.(4) shall survive the expiration or sooner termination of the Term. No subsequent modification or termination of this Lease 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. 8.h.(5). Dispute Resolution: In the event of any dispute between the parties concerning whether any release of or disposition of any Hazardous substances in, on or under the Premises (a) occurred during the Term, or (b) was caused by Landlord, the parties agree to submit the dispute for resolution by arbitration upon demand by either party. Each party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree upon an arbitration award within a period of thirty (30) days after such appointment, shall select a third arbitrator. The third arbitrator shall be an engineer with experience in the identification and remediation of Hazardous Substances. The arbitrators shall make their decision in writing within sixty(60) days after their appointment, unless the time is extended by the agreement of the parties. The decision of a majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the parties equally. 8.i. Aircraft Registration Compliance: The Tenant is hereby notified of the Washington State law concerning aircraft registration. See Exhibit `B" Aircraft Laws and Regulations, Title 47.68.250 RCW: Public Highways and Transportation. 8.i.(1). Tenant shall annually, during the month of January, submit a report of aircraft status to the Airport Manager. One copy of this report shall be used for each aircraft owned by the Tenant, and sufficient forms will be submitted to identify all aircraft owned by the Tenant and the current registration status of each aircraft using the Aircraft Status Report in the form of Exhibit "C" attached hereto. If an aircraft is unregistered, an Unregistered Aircraft Report, in the form of Exhibit "D" attached hereto, shall also be completed and submitted to the Airport Manager. 8.i.(2). Tenant shall require from an aircraft owner proof of aircraft registration or proof of intent to register an aircraft as a condition of sub-leasing tiedown or hangar space for an aircraft. Tenant shall further require that annually, thereafter, each aircraft owner using the Tenant's Premises submits a report of aircraft status, using the Aircraft Status Report in the form of Exhibit "C" attached hereto, or, if an aircraft is unregistered, an Unregistered Aircraft Report, in the form of Exhibit "D" attached hereto. Tenant shall annually, during the month of January, collect the aircraft owners' reports and submit them to the Airport Manager. LEASE AGREEMENT 9 City of Renton to AcuWings, LLC. a Washington limited liability corporation • LAG 08- 8j. Aircraft airworthiness: 8j(l) Aircraft placed, parked or stored other than within hangar buildings must be airworthy; EXCEPT, whenever an aircraft is temporarily undergoing repairs, as permitted by Appendix A to part 43, Section C of the Federal Aviation Regulations (FARs), a red tag must be affixed to the aircraft stating the type of repairs being made, the date repairs started, and the date repairs are anticipated to be completed. When requested by the Landlord, the Tenant must provide proof that repairs to a specific aircraft are in progress and that the aircraft is not a derelict.. Tenant shall remove from the ramp any derelict aircraft within ten days after written notice to do so by Landlord, after an aircraft has been determined to be derelict pursuant to this section. Tenant's failure to timely remove a derelict shall be a material breach of this Lease. 8.j(2) Whether or not it is the intent of owner/operator to abandon the aircraft, a non- airworthy aircraft, upon which no repair is performed for a period of six (6) months, shall be presumed to be a derelict, EXCEPT, where the delay in repair is due to the anticipation of receipt of parts or components on order for no less than four(4) months AND said repair is necessary to make the aircraft airworthy. 8.j(3) Where an aircraft is not airworthy as a result of an emergency and the repairs that are required, so that the aircraft may be moved from the ramp, exceed those repairs permitted to be done by an owner or operator under Part 43, Appendix A, Section C of the FARs, AcuWings may obtain permission from the city for such repairs to be done and this will not be an amendment of this Lease. 81. Tenant agrees not to store aircraft parts or supplies on the ramp. 8.k. Pre-Lease Environmental Assessment: Tenant shall, at its sole cost and expense obtain a Phase I Environmental Assessment, to be completed no more than five (5) months before the commencement of the lease and provide Landlord with two (2) original copies of the Assessment. 9. MAINTENANCE: 9.a. Maintenance of Premises: The Premises and all of the improvements or structures thereon shall be used and maintained by Tenant in a neat, orderly, and sanitary manner. Landlord shall not be called upon to make any improvements, alteration, or repair of any kind upon the Premises. Tenant is responsible for 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 operation of Tenant's aircraft tie-down storage activities or having been deposited upon the Premises from other areas. Tenant shall maintain in good condition and repair the Premises, including without limitation, the interior and LEASE AGREEMENT 10 City of Renton to AcuWings, LLC. a Washington limited liability corporation ` ! LAG 08- 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. Tenant 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. 9.b. Removal of Snow/Floodwater/Mud: Tenant shall remove all snow and/or floodwaters or mud deposited therefrom from the Premises, with the disposition thereof to be accomplished in such a manner so as to not interfere with or increase the maintenance activities of Landlord upon the public areas of the Airport. 9.c. Maintenance, Repair and Marking of Pavement: Tenant shall be responsible for, and shall perform, the maintenance, repair and marking (painting) of pavement surrounding the buildings within and on the Premises. Such maintenance and repair shall be to Federal Aviation Administration standards as though the pavement were non-leased, public-use taxiway and/or apron pavement. Such maintenance and repair shall include, as a minimum, crack filling, weed control, slurry seal and the replacement of unserviceable pavement, as necessary. 9.d. Landlord May Perform Maintenance: If Tenant fails to perform Tenant's obligations under this Section, Landlord may, at its option, but shall not be required to, enter the Premises, after thirty (30) days' prior written notice to Tenant, except in the event of an emergency when no notice shall be required, and put the same in good order, condition and repair, and the cost thereof together with interest thereon at the rate of twelve (12%) percent per annum shall become due and payable as additional rental to Landlord together with Tenant's next installment of Rent. 10. ALTERATIONS. 10.a. Landlord's Consent Required: Tenant will not make any alterations, additions or improvements in or to the Premises without the written consent of Landlord first having been obtained, which consent may be granted or withheld in Landlord's sole and uncontrolled discretion. 10.b. Protection from Liens: Before commencing any work relating to alterations, additions and improvements affecting the Premises ("Work"), Tenant shall notify Landlord in writing of the expected date of commencement of the Work. Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Premises free and clear of all mechanics' liens and other liens resulting from any Work. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory requirements therefor in LEASE AGREEMENT 11 City of Renton to AcuWings, LLC. a Washington limited liability corporation • • LAG 08- the State of Washington. Tenant 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 Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other liens, then Landlord 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 Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's demand, all reasonable costs (including reasonable attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon at the rate of twelve (12%) percent per year from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not waive any default of Tenant under this Section. 10.c. Bond: At any time Tenant either desires to or is required to make any repairs, alterations, additions, improvements or utility installation on the Premises, Landlord may, at its option, require Tenant, at Tenant's expense, to obtain and provide to Landlord 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 Landlord against liability for mechanics and materialmen's liens and to insure completion of the Work. 10.d. Landlord May Make Improvements: Tenant agrees that Landlord may, at its option and at its expense, make repairs, alterations or improvements which Landlord may deem necessary or advisable for the preservation, safety or improvement of the Premises or improvements located thereon, if any. 10.e. Notification of Completion: Upon completion of capital improvements made on the Premises, Tenant shall promptly notify Landlord of such completion. 11. IMPROVEMENTS: As further consideration for this lease, 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 shall be and become the property of the Landlord, and title thereto shall automatically pass to Landlord at such time, and none of such improvements now or hereafter placed on the Premises shall be removed therefrom at any time without Landlord's prior written consent. Tenant covenants and agrees that Tenant 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 Landlord upon the expiration or sooner termination of the Term. Alternatively, Landlord may, at its option, require Tenant, upon the expiration or sooner termination of the Term, if any, to remove any and all improvements and structures installed by Tenant from the Premises and repair any damage caused thereby, at Tenant's expense. LEASE AGREEMENT 12 City of Renton to AcuWings, LLC. a Washington limited liability corporation LAG 08- 12. EXEMPTION OF LANDLORD FROM LIABILITY: Landlord shall not be liable for-injury to persons or to Tenant's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, 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. 13. INDEMNITY AND HOLD HARMLESS: Tenant shall defend, indemnify and hold harmless Landlord against any and all claims arising from the conduct and management of or from any work or thing whatsoever done in or about the Premises or the improvements or equipment thereon during the Term, or arising from any act or negligence of the Tenant or any of its agents, contractors, patrons, customers, employees, or invitees, or arising from any accident, injury, or damage whatsoever, however caused, to any person or persons, or to the property of any person, persons, corporation or other entity occurring during the Term in, on 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 Landlord by reason of any such claim, except for any such claims caused by the sole negligence of Landlord, its agents, employees, or its authorized representatives. On notice from Landlord, Tenant, at Tenant's expense, shall defend any such action or proceeding forthwith with counsel reasonably satisfactory to, and approved by, Landlord. 14. ASSIGNMENT: 14.a. Assignment/Subletting: Tenant shall not voluntarily assignor encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's consent shall be void and shall constitute a default by Tenant under this Lease. 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 Landlord's prior written consent. Before an assignment or sub-lease will be approved, the proposed assignee or sub-tenant must comply with provisions of the then current Airport Leasing Policies regarding "Analysis of Lessee's Financial Capacity". In the case of an assignment, the proposed assignee shall deliver to Landlord a written instrument duly executed by the proposed assignee stating that it has examined this Lease and agrees to assume, be bound by and perform all of Tenant's obligations under this Lease, to the same extent as if it were the original Tenant. If Tenant is a corporation, partnership or limited liability company, the transfer LEASE AGREEMENT 13 City of Renton to AcuWings, LLC. a Washington limited liability corporation • LAG 08- of a majority of Tenants stock or ownership interests shall constitute an assignment for purposes of this Section. 14.b. Permitted Subletting: Notwithstanding the provisions of Section 14.a. above, Tenant may sublet portions of the Premises for the purpose of aircraft hangar storage, without Landlord's prior written consent, on a month-to-month or longer basis (but not longer than the Term, provided that Landlord is informed on at least an annual basis, in writing, of the name of the subtenant(s), the purpose of the sublease, the amount of the rental charged, and the type of aircraft stored (make, model and registration number). Additionally, such information shall be disclosed upon request by Landlord. 14.c. Conditions to Assignment or Sublease. Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall (i) incorporate this Lease by reference, (ii) expressly provide that the assignee or subtenant may not further assign or sublet the assigned or sublet space without Landlord's prior written consent (which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld), (iii) acknowledge that the assignee or subtenant will comply with all of the provisions of this Lease, and (iv) acknowledge that Landlord may enforce the provisions of this Lease directly against such assignee or subtenant. If this Lease is assigned, whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent from the assignee. Acceptance of rent by the Landlord shall not be a waiver of any of Landlord's remedies against Tenant for violation of provisions of this Lease. If the Premises, or any part thereof, is sublet, Sub-tenant may, upon a default by Tenant under this Lease, cure the default. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant's obligation to pay Rent under this Lease 14.d. No Release of Tenant's Liability: Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease, unless Landlord otherwise agrees in writing. 14.e. Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a copy of the sublease and an executed Operating Permit and Agreement in which the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment. LEASE AGREEMENT 14 City of Renton to AcuWings, LLC. a Washington limited liability corporation LAG 08- 14.f No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger and shall terminate all or any existing subleases or subtenancies. 15. DEFAULT AND REMEDIES: 15.a. Default. The occurrence of any of the following shall constitute a default by Tenant under this Lease: 15.a.(1) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of three (3) days after notice of such default has been given by Landlord to Tenant. 15.a.(2) Failure to Comply with Airport Regulations and Minimum Standards. Failure to comply with the Airport Regulations and Minimum Standards, if the failure continues for a period of twenty-four (24) hours after notice of such default is given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four(24)hours, then Tenant shall not be in default under this Lease if Tenant 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. 15.a.(3) Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform is not cured within thirty(30) days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty (30) days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty(30) days and diligently and in good faith continues to cure the default. 15.a.(4) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty(60) days. 15.a.(5) Assignment or Sublease. The assignment of this Lease or a sublease of any portion of the Premises without prior written consent of the Landlord, where said assignment or sublease is not terminated within thirty (30) days after notice of such default has been given by Landlord to Tenant. 15.b. Additional Security: If Tenant is in default under this Lease, and such default remains uncured for more than ten (10) days Landlord gives Tenant notice of such default, then Landlord, at Landlord's option, may require Tenant to provide adequate assurance of future performance of all of Tenant's obligations under this Lease in the form of a deposit in escrow, a guarantee by a third party acceptable to Landlord, a surety bond, a letter of credit or other security LEASE AGREEMENT 15 City of Renton to AcuWings, LLC. a Washington limited liability corporation • LAG 08- i acceptable to, and approved by, Landlord. If Tenant fails to provide such adequate assurance within twenty (20) days of receipt of a request by Landlord for such adequate assurance, such failure shall constitute a material breach and Landlord may, at its option, terminate this Lease. 15.c. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies, which are in addition to any remedies now or later allowed by law: 15.c.(1) Maintain Lease in Force. To maintain this Lease in full force and effect and recover the Rent and other monetary charges as they become due, without terminating Tenant's right to possession, irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary, without being deemed to have elected to terminate the Lease, 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 Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the Term may elect to terminate this Lease by virtue of such previous default of Tenant so long as Tenant remains in default under this Lease. 15.c.(2) Terminate Lease. To terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including without limitation thereto, the following: (i) any and all unpaid Rent which had been earned at the time of such termination, plus (ii) any and all Rent which would have been earned after termination until the time of occupancy of the Premises by a new tenant following the reletting of the Premises, if any, plus (iii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including without limitation, any costs or expenses incurred by Landlord in (A) retaking possession of the Premises, including reasonable attorney fees therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises for reletting to a new tenant, including repairs or necessary alterations to the Premises for such reletting, (D) leasing commissions incident to reletting to a new tenant, and (E) any other costs necessary or appropriate to relet the Premises; plus (iv) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. The amounts referenced in this Section include interest at 12%per annum. 16. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as set forth herein, all of the terms, conditions, and provisions of this Lease shall be LEASE AGREEMENT 16 City of Renton to AcuWings, LLC. a Washington limited liability corporation I III . LAG 08- binding upon the parties, their successors and assigns, and in the case of a Tenant who is a natural person, his or her personal representative and heirs. 17. RIGHT OF INSPECTION.. Tenant will allow Landlord, or Landlord's Agent, free access at all reasonable times to the Premises for the purpose of inspection, or of making repairs, additions or alterations to the Premises, or any property owned by or under the control of Landlord. 18. CONDEMNATION: If the whole or any substantial part of the Premises shall be condemned or taken by Landlord 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, and the rent shall be paid up to that date. From that day the Tenant or Landlord 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 provided, except that the rent shall be reduced in proportion to the amount of the Premises taken for such public purposes. All damages awarded for such taking for any public purpose shall belong to and be the property of the Landlord, 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 Tenant's improvements located on the Premises shall belong to and be awarded to Tenant. 19. SURRENDER OF PREMISES: Tenant shall quit and surrender the Premises at the end of the Term in as good a condition as the reasonable use thereof would permit, normal wear and tear excepted. Alterations, additions or improvements which may be made by either of the parties hereto on the Premises, except movable office furniture or trade fixtures put in at the expense of Tenant, shall be and remain the property of the Landlord 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. Tenant may remove from the Premises movable office furniture or trade fixtures put in at the expense of Tenant. Tenant shall, at its expense, properly and promptly repair to Landlord's reasonable satisfaction any damage to the Premises occasioned by Tenant's use thereof, or by the removal of Tenant's movable office furniture or trade fixtures,-which repair shall include the patching and filling of holes and repair of structural damage. 20. INSURANCE: 20.a. Personal Property: Tenant, at its expense, shall maintain in force during the Term a policy of special form - causes of loss or all risk property insurance on all of Tenant's alterations, improvements, trade fixtures, furniture and other personal property in, on or about the Premises, in an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used by Tenant for the restoration of Tenant's alterations, improvements and trade fixtures and the replacement of Tenant's furniture and other personal property. Any portion of such proceeds not used for such restoration shall belong to Tenant. LEASE AGREEMENT 17 City of Renton to AcuWings, LLC. a Washington limited liability corporation 1 • LAG 08- 20.b(1) If engaged in fueling operations Pollution Liability insurance shall be maintained in an amount no less than $5,000,000 each occurrence to include as a covered event the release of hazardous material and the cleanup attendant thereto. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. The insurance policy shall have a Landlord's Protective Liability endorsement attached thereto, and Landlord and Landlord's Agent-Shall be named as an additional insured on Tenant's policy, with that coverage being primary and non-contributory with any other policy(ies) carried by, or available to, Landlord. No such policy shall be cancelable or subject to reduction of coverage or other modification except after forty five (45) days'prior written notice to Landlord. 20.b(2)Tenant shall maintain Auto Liability insurance in an amount no less than$500,000 each occurrence. 20.b(3) Tenant shall maintain Industrial Insurance as required by 51 RCW. 20.c. Insurance Policies: Insurance required hereunder shall be written by a company or companies authorized to do business in the State of Washington, acceptable to, and approved by, Landlord and rated A-VIII or better in the most recent edition of `Best's Insurance Guides". Landlord may from time to time during the Term increase the minimum insurance coverage amounts. Notice of increased minimum insurance coverage amounts shall be sent to the Tenant at least forty (45) days prior to the annual renewal date of the Tenant's insurance. Coverages shall be submitted on forms prescribed by Landlord. Prior to possession, the Tenant shall deliver to Landlord copies of policies of such insurance acquired by Tenant, or certificates evidencing the existence and amounts of such insurance, with loss payable clauses satisfactory to Landlord. Landlord shall be named as an additional insured. No such policy shall be cancelable or subject to reduction of coverage or other modification except after forty five (45) days' prior written notice to Landlord. Tenant shall, not less than forty five (45) days prior to the expiration of such policies, furnish Landlord with renewals or "binders" therefor. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to above. If Tenant shall fail to procure and maintain such insurance, then Landlord may, but shall not be required to, procure and maintain the same, and Tenant shall promptly reimburse Landlord for the premiums and other costs paid or incurred by Landlord to procure and maintain such insurance. 20.d Tenant shall forthwith, upon Landlord's demand, reimburse Landlord for any additional premiums attributable to any act or omission or operation of Tenant causing any increase in the cost of Landlord's insurance. 20.e. Waiver of Subrogation: Tenant and Landlord 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. Tenant shall, upon obtaining the policies of insurance required LEASE AGREEMENT 18 City of Renton to AcuWings, LLC. a Washington limited liability corporation LAG 08- hereunder, give notice to the insurance carriers that the foregoing mutual waiver of subrogation is contained in this Lease. 21. TAXES: Tenant shall be responsible for the payment of any and all taxes and assessments upon any property or use acquired under this Lease and upon any alterations or improvement made by Tenant to the Premises. 22. HOLDING OVER: If Tenant, with Landlord's prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least thirty (30) days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty (30) days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those pertaining to term, shall apply to the month-to-month tenancy. 23. NO WAIVER: It is further covenanted and agreed between the parties hereto that no waiver by Landlord of a breach by Tenant of any covenant, agreement, stipulation, or condition of this lease shall be construed to be a waiver of any succeeding breach of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant agreement, stipulation, or condition. The acceptance by the Landlord of rent after any breach by the Tenant of any covenant or condition by Tenant to be performed or observed shall be construed to be payment for the use and occupation of the Premises and shall not waive any such breach or any right of forfeiture arising therefrom. 24. NOTICES: All notices or requests required or permitted under this Lease 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 Landlord shall be sent to Landlord at Landlord's Address set forth below and all notices or requests to Tenant shall be sent to Tenant at Tenant's Address set forth below. Landlord's Address: Airport Manager 616 West Perimeter Road, Unit A Renton, Washington 98057 Tenant's Address: AcuWings, LLC 760 West Perimeter Road Renton, WA 98057 LEASE AGREEMENT 19 City of Renton to AcuWings, LLC. a Washington limited liability corporation 0 0 LAG 08- i Either party may change the address to which notices shall be sent by written notice to the other party. 25. DISCRIMINATION PROHIBITED: 25.a. Discrimination Prohibited: Tenant covenants and agrees not to discriminate against any person or class of persons by reason of race, color, creed, sex or national origin in the use of any of its facilities provided for the public in the Airport. Tenant 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 Tenant may make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. 25.b. Minority Business Enterprise Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5. Consequently, this lease is subject to 49 C.F.R. Part 23, as applicable. No person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex. 25.c. Application to Subtenants: Subject to the provisions of Section 14 of this Lease, Tenant agrees that it will include the above clause in all assignments of this lease or sub-leases, and cause its assignee(s) and subtenant(s) to similarly include the above clause in further assignments or subleases of this Lease. 26. FORCE MAJEURE: In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, war, or other reason of like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not, however, operate to excuse Tenant from the prompt payment of rent, or any other payment required by the terms of this Lease, to be made by Tenant. 27. TRANSFER OF PREMISES BY LANDLORD: In the event of any sale, conveyance, transfer or assignment by Landlord of its interest in the Premises, Landlord shall be relieved of all liability arising from this Lease and arising out of any act, occurrence or omission occurring after the consummation of such sale, conveyance, transfer or assignment. The Landlord's transferee shall be deemed to have assumed and agreed to carry out all of the obligations of the Landlord under this Lease, including any obligation with respect to the return of any security deposit. LEASE AGREEMENT 20 City of Renton to AcuWings, LLC. a Washington limited liability corporation • • LAG 08- 28. 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 Lease, including any action by Landlord 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 attorney's fees for collection of past-due rent or enforcement of any right of Landlord or duty of Tenant hereunder shall entitle Landlord to recover, in addition to any late payment charge, any costs of collection or enforcement, including attorney's fees. 29. EMERGENCY RESPONSE: Tenant must provide reasonable access and response to the Airport Manager in times of emergency or urgency. The Tenant 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. 30. DEFINITIONS: As used in this Lease, 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 Tenant to Landlord under the provisions of this Lease other than Minimum Monthly Rent. "Authorized representatives" means any officer, agent, employee, independent contractor or invitee of either party. "Expiration" means the coming to an end of the time specified in the Lease as its duration, including any extension of the Term. "Parties"means Landlord and Tenant. "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 this Lease, and Additional Rent. 31. GENERAL PROVISIONS: 3 La. Entire Agreement: This Lease sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Lease 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. LEASE AGREEMENT 21 City of Renton to AcuWings, LLC. a Washington limited liability corporation • • LAG 08-_ 31.b. Governing Law: This Lease shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. 31.c. Severability: Should any of the provisions of this Lease be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 31.d. Jurisdiction and Venue: In the event any action is brought to enforce any of the provisions of this Lease, 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. 3 Le. Waiver: No waiver of any right under this Lease 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 Lease. 311. Captions: Section captions contained in this Lease are included for convenience only and form no part of the agreement between the parties. 31.g. Assignee as Tenant: The term "Tenant" shall be deemed to include the assignee under any permitted assignment. 31.h. Effectiveness: This Lease shall not be binding or effective until properly executed and delivered by Landlord and Tenant. 31.i. Gender and Number: As used in this Lease, the masculine shall include the feminine and neuter, the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require. 3 Li. Time of the Essence: Time is of the essence in the performance of all covenants and conditions in this Lease for which time is a factor. 31.k. Joint and Several Liability: If Tenant is composed of more than one person or entity, then the obligations of all such persons and entities under this Lease shall be joint and several. 31.1. No Recordation Without Consent of Landlord: Tenant shall not record this Lease or any memorandum of this Lease without Landlord's prior written consent. LEASE AGREEMENT 22 City of Renton to AcuWings, LLC. a Washington limited liability corporation • • LAG 08- 31.m. 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. 31.n. Corporate Authority: If Tenant is a corporation or limited liability company, each individual executing this Lease on behalf of said corporation or limited liability company represents and warrants that he is duly authorized to execute and deliver this Lease 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 Lease is binding upon said corporation or limited liability company in accordance with its terms. 3 Lo. The provisions of this Lease shall be subject to those of any Addenda attached hereto. Executed and dated the date first written above. TENANT: LANDLORD: ACUWINGS, LLC CITY OF RENTON a Washington Limited Liability Company a Washington Municipal Corporation By: By: Its: Mayor Date: ° S CD Date: Q ATTEST: Y7071.�.G�. LUGt� City Clerk Date: -57 ,200 7 T Approved as to legal form: La rence J. Warren, City Attorney 1+-N4 T7-,4 L. F©r✓rfs LEASE AGREEMENT 5'e" -e C 17-7 23 City of Renton to AcuWings, LLC. a Washington limited liability corporation 9L-bOg- 21!15-9909 9909f0 ,001=,1 • uwvYRN.r� 71.1 JN0.1Va4 ON 1J3fONd �31V75 I ewo-�sssx>�e am.,sesze ru. Na,wa .V,,1181HX3 - � ���dH�A 092 1308Vd 3Sd3-1 a�TC A e0 so �:re,o;d Aaic3 1s17 one c3noaa:ry ow '._0 NU1N321�O.t11J as 03x.0ru —m,w 0a,3nans z '>w W > W K Yo OO I OK � V7j il) p�P J Z -- — —584'50'50"W 89.00' o z ¢ ylYgrs - - 6' w z 356 8 `,ti I Y j F ¢v Z ¢ 3 of 00 v o Zm p O o NI �O w a ¢ ° N85-1 0'17"E 0 N o 373.94' I ow a zQ ¢ o m I = � z Z m o ol� ° wj e o iK m = o x ma0 w N 3 (Wii z M 3 n INon,�N8 510''1O7 f"E N v W vi v o a 123.59' w 2 W z °m¢o °n w Q m W LO 105.24' 58 72.48 263.76' N?w' °o U vwi q. yeti 2° OZ z�60.33'n O 2 k-"O ¢ w wv) 56 Z9 842'14"E 6 I L a s a W ��0 wog 1M� of-)oc � o mo am - I I o 0 N W Q^Ua�p W W O N8544'31'E G 282.06' W LLJ '`o owm n '" s zti3N m� 0 Q° W^ 00 N o m Q Z O h z w �I 14 f>n {�i¢-WW O � ^ W.0� ^ � N� "1 ^ yZS VI W i'- O¢ ONW ,o W W I 585'10'50"W 585-1 „1 1'07"W 271.86' 69.00' z mo°p W N cwi of "-2 ; �Q U rn "-2 31 O OOW 3 WyZj � O O W>< W h ti -y titi� Zv � O N W3 O W to E-D W oo Cy a N883, Z° ¢N^ SON ¢ 1 74"W 2 3g3 3g3 — N85'11"07"E z_ i 3 03 3 o m 321.35' v W ° m oY 2�'Zia`"ni Z 42 W;-U cpW st U ¢ V�WU`fi cZ'9 z piasz6 J li o `iYV9L-40%3 !IS-9i •Nxo�.fw,6\xr �lwtl/ p\d �N° FIRST ADDENDUM The corresponding sections or paragraphs of the Building Lease are amended to read as follows: 7.b. Provision of Restroom Facilities: Tenant agrees to maintain toilet facilities for use by its customers. The facilities so provided must be accessible by customers during normal business hours 9.a. Maintenance of Premises: The Premises and all of the improvements or structures thereon shall be used and maintained by Tenant in a neat, orderly, and sanitary manner as provided by this Section. Tenant is responsible for the clean-up and proper disposal at reasonable and regular intervals of rubbish, trash, waste and leaves collected upon the Premises, including that blown against fences bordering the Premises, whether as a result of the operation of Tenant's aircraft tie-down storage activities or having been deposited upon the Premises from other areas. Tenant shall maintain the Premises in good condition and repair, including the interior and exterior walls, floors, roof, and ceilings, the exterior and interior portions of all doors, windows, glass, parking areas, landscaping, fixtures,heating, ventilating and air conditioning, serving the Premises. Tenant 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. The Tenant is responsible for maintenance, repair, replacement of plumbing and sewage facilities within the 760 Building. Landlord is Responsible for maintenance, repair,replacement of plumbing and sewage facilities without the 760 Building to the city of Renton's water and sewer mains. The Tenant is responsible for maintenance, repair, replacement of electrical facilities within the 760 Building up to the breaker box. Landlord is Responsible for maintenance, repair, replacement of electrical facilities from and including the breaker box to the connection with the power supplier. pp lier. 12. EXEMPTION OF LANDLORD FROM LIABILITY: Landlord shall not be liable for-injury to persons or to Tenant's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, 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 caused by Landlord's gross negligence or willful misconduct. ADDENDA TO LEASE AGREEMENT LAG 08- City of Renton and AcuWings, LLC 25 14.b. Permitted Subletting: Notwithstanding the provisions of Section 14.a. above, Tenant may sublet portions of the Premises for the purpose of aircraft tie-down storage, without Landlord's prior written consent, on a month-to-month or longer basis (but not longer than the Term, provided that Landlord is informed on at least an annual basis, in writing, of the name of the subtenant(s), the purpose of the sublease, the amount of the rental charged, and the type of aircraft stored (make, model and registration number). Additionally, such information shall be disclosed upon request by Landlord. 14.e. Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a copy of the sublease and an executed Operating Permit and Agreement in which the subtenant agrees to be and remain jointly and severally liable with Tenant for the payment of Rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease, provided that no Operating Permit shall be required for the subletting of tiedown space. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment. 20.c. Insurance Policies: Insurance required hereunder shall be written by a company or companies authorized to do business in the State of Washington, acceptable to, and approved by, Landlord and rated A-VIII or better in the most recent edition of `Best's Insurance Guides". Landlord may, coincident with any extension pursuant to Par. 3.b, above, increase the minimum insurance coverage amounts. Notice of increased minimum insurance coverage amounts shall be sent to the Tenant at least forty (45) days prior to the annual renewal date of the Tenant's insurance. Coverages shall be submitted on forms prescribed by Landlord. Prior to possession, the Tenant shall deliver to Landlord copies of policies of such insurance acquired by Tenant, or certificates evidencing the existence and amounts of such insurance, with loss payable clauses satisfactory to Landlord. Except for insurance subject to the reqirements of Par. 20.a, Landlord shall be named as an additional insured. No such policy shall be cancelable or subject to reduction of coverage or other modification except after forty five (45) days' prior written notice to Landlord. Tenant shall, not less than forty five (45) days prior to the expiration of such policies, furnish Landlord with renewals or "binders" therefor. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to above. If Tenant shall fail to procure and maintain such insurance, then Landlord may, but shall not be required to, procure and maintain the same, and Tenant shall promptly reimburse Landlord for the premiums and other costs paid or incurred by Landlord to procure and maintain such insurance. ADDENDA TO LEASE AGREEMENT LAG 08- City of Renton and AcuWings, LLC 26 SECOND ADDENDUM Prior to commencement of occupancy of the Premises by Tenant, Landlord will have accomplished the following modifications of the Premises: a. Removal of old carpeting b. Painting interior and exterior c. Reduce size of bathroom to one half its current space d. Remove interior paneling,paint walls beneath e. Move stairs to middle of platform f. Take down railing around platform g. Bring handicap ramp up to code standard h. Check roof for leaks, report to Tenant i. Remove asbestos, if any. THIRD ADDENDUM The following provision is applicable to this Lease. 7.c Tenant also agrees to provide access to the existing Pilot Briefing Room in the 765 building during normal business hours at no cost to the general public engaged in aeronautical activities.. ADDENDA TO LEASE AGREEMENT LAG 08- City of Renton and AcuWings, LLC 27