Loading...
HomeMy WebLinkAboutPermit PAG-17-001 OPERATING PERMIT AND AGREEMENT between the City of Renton and Seaplane Scenics, LLC THIS IS A PERMITTO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON MUNICIPAL AIRPORT AND AN AGREEMENT(hereinafter "Operating Permit") between THE CITY OF RENTON, a Washington municipal corporation (hereinafter "Permittor"), and Seaplane Scenics, LLC, a Washington limited liability corporation (hereinafter "Permittee"). IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties agree as follows: 1. ACKNOWLEDGEMENT OF SUB-LEASE: 1.1. Pursuant to lease agreement LAG-006-84, executed on September 1, 1984, the City of Renton (Landlord)granted a lease of the subject premises to Plane Space Investments Inc. which was assigned to Aerodyne LLC (Tenant) under Addendum 12-06, for the purpose of operating an aircraft parts manufacturing, sales, service and assembly, and aircraft parts storage, flight instruction, charter and air taxi service, and sightseeing flight operations. 1.2. Thereafter, Aerodyne LLC, sublet a portion of the subject premises to Seap�ane Scenics, LLC (Permittee) by sublease agreement, effective March 1, 2017, for the purpose of flight instruction, charter flight service and air taxi, and sightseeing flight operations. 1.3 Permittee is required to have an executed Operating Permit and Agreement per Section 11 of lease agreement LAG-006-84 between Aerodyne LLC and the Permittor. 2. GRANT OF OPERATING PERMIT: 2.1. Description of Premises: The Premises subleased by Seaplane Scenics, LLC, the Permittee, is described in Exhibit A as west#3 office space located in the building with the address, 295 East Perimeter Road, and containing approximately 770 square feet.The layout of this office space is identified in Exhibit A and that exhibit is attached hereto and incorporated by this reference. 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 below, and subject to the terms of its sublease, the public portion of the Renton Municipal Airport (aka Clayton Scott Field, hereinafter referred to as "Airport"j, including the runway and other public facilities provided thereon. OPERATING PERMIT AND AGREEMENT O ri g i n a I 1 City of Renton to Seaplane Scenics, LLC 2.2.1. Access to Taxiways and Runway: Notwithstanding anything in this Operating Permit to the contrary, Permittor acknowledges that direct access to the taxiways and runway from the Premises is essential to the conduct of Permittee's business on the Premises and, except during construction activities occurring on the taxiways, runway or weather-related events, Permittor shall not do anything that would interfere with direct access to the taxiways and runway 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 or runway, Permittor will schedule such activity so as not to interfere with Permittee's use of the Premises, the taxiways, or the runway, will notify Permittee of any plans for such activity not less than six months in advance of the commencement of such activity, and will consult and coordinate with Permittee to ensure that such activity does not interfere with Permittee's use of the Premises, the taxiways, or runway, except that in the case of an emergency Permittor may proceed with such activity without noti�e to the Tenant and will use its best reasonable efforts not to interfere with Permittee's use of the Premises, taxiway, or runway in addressing such emergency. For purposes of this provision, an "emergency" is a condition that presents an imminent threat of bodily injury to or death of any person or loss of or significant damage to any property. 3. CONDITIONS: 3.1. Specific Conditions: This Operating Permit, and Permittee's rights and permitted uses under this Operating Permit, are subject to the following: 3.1.1. Easements, restrictions and reservations of record; 3.1.2. The Airport Regulations and Minimum Standards pursuant to Section 8.5 below, including Permittor's standards concerning operation of aviation activities from the Airport; and 3.1.3. All such non-discriminatory charges and fees for use of the Airport as may be established from time to time by Permittor as set out in Section 5.3. of this Operating Permit. 3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to be a conveyance of the Airport, and shall not be construed as providing any special privilege for any public portion of the Airport except as described herein. The Permittor reserves the absolute right to lease or permit the use of any portion of the Airport for any purpose deemed suitable for the Airport, except that portion that is 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, OPERATING PERMIT AND AGREEMENT 2 City of Renton to Seaplane Scenics, LLC 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, les 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. Permit Term:The term of this Operating Permit is_11 months_13 days , commencing on April 17, 2017 and terminating on March 31, 2018. In no event will the term of the Operating Permit and Agreement be extended beyond March 31, 2018. 5. RENTAL: 5.1. Rent on Lease: As rental for the premises described in LAG-13-005 and addenda thereto, Tenant has agreed to pay Permittor a building lease amount of twenty nine thousand two hundred eighty and 01/100 dollars ($29,280.01) per year or a monthly rental in the sum of two thousand four hundred forty and 00/100 dollars ($2,440.00) which does not include leasehold excise tax. 5.2. Rent on Sublease: As rental for the premises described in Section 2, above, during the term of this Operating Permit, Permittee has agreed to pay Tenant a monthly rental in the sum of four hundred and 00/100 dollars ($400.00) commencing on June 1, 2016, which does not include leasehold excise tax In the event Tenant 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 Tenant's airport leasehold interest as described in LAG-13-005 and OPERATING PERMIT AND AGREEMENT 3 City of Renton to Seaplane Scenics, LLC addenda thereto, pay said rent, when due. In the event neither Tenant nor Permittee pay said rent, then the Permittor may terminate this permit with ten (10) days' 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 Tenant fails to pay the other charges identified in this Section 5.3, then Permittee may, whether Permittee subleases all or part of Tenant's airport leasehold interest as described in lease LAG-13-005 and addenda thereto, pay said other charges, when due. In the event neither the Tenant nor the Permittee pay said other charges, then the Permittor may terminate this permit with ten (10) days' notice. 5.4. Leasehold Excise Tax: In the event that the State of Washington or any other governmental authority having jurisdiction thereover shall hereafter levy or impose any similar tax or charge on the leasehold estate described herein, and Tenant fails to pay said tax or charge,then Permittee may, whether Permittee subleases all or part of Tenant's Airport leasehold interest as described in LAG-13-005 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 Tenant 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 Tenant's Airport leasehold interest as described in LAG-13-005 and addenda thereto, if Tenant 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 Tenant 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 OPERATING PERMIT AND AGREEMENT 4 City of Renton to Seaplane Scenics, LLC 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 purpose of flight instruction, charter and air taxi service, and sightseeing flight operations, 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, of the type and dimensions specified by the Airport Manager, shall be permitted to be displayed on the Rainier and Airport Way entrance fences through the termination date of this 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 as they are amended from time to time and 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. OPERATING PERMIT AND AGREEMENT 5 City of Renton to Seaplane Scenics, LLC 8.7. Increased Insurance Risk: Permittee shail 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 Tenant complytherewith. See Exhibit C ("Aircraft Laws and Regulations, RCW 47.68.250 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 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. OPERATING PERMIT AND AGREEMENT 6 City of Renton to Seaplane Scenics, LLC 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. 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 OPERATING PERMIT AND AGREEMENT 7 City of Renton to Seaplane Scenics, LLC a period of thirty (30) days after such appointment, as that term is defined in Section 9.5.1 of this Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental consultants with experience in the identification and remediation of Hazardous Substances. The arbitrators shall make their decision in writing within sixty (60) days after their appointment, unless the time is extended by the agreement of the parties. The decision of a majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the parties equally. 9.5.1. Appointed Arbitrators: The two appointed arbitrators shall meet, and shall make their decision in writing within thirty (30) days after the date of their appointment. If the appointment date for either arbitrator is later than the other, the latter date shall be the appointment date for purposes of the thirty(30) day deadline. If the two arbitrators are unable to agree within a period of thirty(30) days after such appointment, they shall, within a period of thirty (30) days after the first thirty (30) day period, select a third arbitrator. If such third arbitrator has not been selected or if such third arbitrator has not accepted such appointment within such thirty (30) day period, either Permittor or Permittee may apply to the head of the Seattle office of the American Arbitration Association to appoint said third arbitrator. The three arbitrators shall have thirty (30) days from the date of selection of the third arbitrator to reach a majority decision unless the time is extended by agreement of both parties. The decision of the majority of such arbitrators shall be final and binding upon the parties hereto. 10. MAINTENANCE: 10.1. Maintenance of Premises: The Premises and all of the improvements or structures thereon and authorized by the Permittor for use by the Permittee, shall be used and maintained by Permittee in an operable, neat, orderly, and sanitary manner. Permittor shall not be called upon to make any improvements, alteration, or repair of any kind upon the Premises. Permittee is responsible for the clean-up and proper disposal at reasonable and regular intervals of rubbish, trash, waste and leaves around the Premises, including that blown against fences bordering the Premises, whether as a result of the Permittee's activities or having been deposited upon the Premises from other areas. 10.2. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal of snow and/or floodwaters or mud deposited there from the Premises and those areas of the sublease utilized by the Permittee, with the disposition thereof to be accomplished in such a manner so as to not interfere with or increase the maintenance activities of Permittor upon the public areas of the Airport. 10.3. Permittor May Perform Maintenance: If Permittee fails to perform Permittee's obligations under this section, Permittor may at its option (but shall not be required to) enter the Premises, after thirty (30) days' prior written notice to Permittee, and put the same in good OPERATING PERMITANDAGREEMENT 8 City of Renton to Seaplane Scenics, LLC 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 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 feesj 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 Mav Make Improvements: Permittee agrees that Permittor may, at its option and at its expense, make repairs, alterations or improvements which Permittor may deem necessary or advisable for the preservation, safety, or improvement of utilities or airport infrastructure on the Premises, if any. Permittor shall provide ten (10) days' advance notice of any such work and use reasonable efforts to not interfere with Permittee's use of the Premises during any such work. 11.4. Improvements: As further consideration for this Operating Permit, it is agreed that upon the expiration or sooner termination of the Term, all structures and any and all improvements of any character whatsoever installed on the Premises by Permittee, shall be OPERATING PERMIT AND AGREEMENT 9 City of Renton to Seaplane Scenics, LLC and become the property of the Permittor, and titie thereto shall automatically pass to Permittor at such time, and none of such improvements now or hereafter placed on the Premises shall be removed therefrom at any time without Permittor's prior written consent. During the Term, Permittee shall hold title to all improvements placed by Permittee on the Premises. Permittee covenants and agrees that Permittee will pay and satisfy in full all outstanding liens, or other debts, affecting or encumbering such improvements before transfer of ownership of such improvements to Permittor. Permittor may, at its option, require Permittee, upon the expiration or sooner termination of the Term, if any, to remove any and all improvements and structures installed by Permittee from the Premises and repair any damage caused thereby, at Permittee's expense. 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 sub-lease will be approved, the proposed assignee or sub-Permittee must comply with provisions of the then current Airport Leasing Policies, including, but not limited to the "Analysis of Tenant's Financial Capacity," independent of Permittee's compliance or Financial Capacity. 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 Tenant's obligations under this Operating Permit accruing after the date of such assignment, to the same extent as if it were the original Tenant, and (b) in the case of a stock transfer,Transferee shall deliver a written acknowledgment that it shall continue to be bound by all the provisions of this Operating Permit after the transfer. Except in the case of an assignment of the full leasehold interest, any assignment permitted herein will not relieve Tenant of its duty to perform all the obligations set out in this Operating Permit or addenda hereto. In no event will the assignment of the full leasehold interest or the complete sale of the stock or other interests in the entity constituting Tenant and concomitant transfer of ownership of said entity cause an extension of the Term of this Operating Permit. 12.2. 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 that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv) OPERATING PERMIT AND AGREEMENT 10 City of Renton to Seaplane Scenics, LLC in the case of any assignment, acknowledge that Permittor may enforce the provisions of this Operating Permit directly against such assignee. 12.3. Documentation: No permitted subletting by Permittee shall be effective until there has been delivered to Permittor a copy of the sublease and an executed Operating Permit and Agreement in which the subtenant agrees not to violate and to act in conformity with the terms and provisions of this Operating Permit; provided that no Operating Permit shall be required for the subletting of hangar or tie-down space for aircraft storage purposes. No permitted assignment shall be effective unless and until there has been delivered to Permittor a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Operating Permit arising on or after the date of the assignment. 12.4. 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. 12.5. 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 Comply 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 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 AND AGREEMENT 11 City of Renton to Seaplane Scenics, LLC 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 Iocated 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 default,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 AND AGREEMENT 12 City of Renton to Seaplane Scenics, LLC 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 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 lease without hindrance, molestation, or injury. Permittee shall repair at its sole expense any OPERATING PERMIT AND AGREEMENT 13 City of Renton to Seaplane Scenics, LLC damage to the Premises occasioned by its use thereof, or by the removal of Permittee's trade fixtures, furnishings and equipment which repair shall include the patching and filling of holes and repair of structural damage. 18. INSURANCE: 18.1. Personal Property: It is agreed that Permittor shall not be held liable in any manner for, or on account of, any loss or damage to personal property of the Permittee, Permittee's invitees or other persons, which may be sustained by fire or water or other insured peril, or for the loss of any articles by burglary, theft or any other cause from or upon the Premises. It is acknowledged that Permittor does not cover any of the personal property of Permittee, Permittee's invitees or other persons upon the Premises through its insurance. Permittee, its invitees and other persons upon the Premises are solely responsible to obtain suitable personal property insurance. 18.2. Liabilitv Insurance. The Permittee agrees to maintain in force during the term of this Lease a policy of comprehensive public liability and property damage insurance written by a company authorized to do business in the State of Washington against any liability arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. The limits of liability shall be in an amount of not less than $1,000,000.00/$2,000,000 in the aggregate for injury to or death of one person in any one accident or occurrence and in an amount of not less than $1,000,000.00 for injury to or death of more than one person in any one accident or occurrence, and of not less than $1,000,000.00 for property damage. The limits of said insurance shall not, however, limit the liability of Permittee hereunder. The insurance policy shall have a Landlord's Protective Liability endorsement attached thereto, and the City of Renton will be named as Additional Insured(s) on Permittee's policy, with the General Liability coverage being primary and non-contributory with any other policy(ies) available to the City. 18.3. Insurance Policies: Insurance required hereunder shall be written in companies acceptable to Permittor and rated A-10 or better in "Best's Insurance Guides." 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. Coverage shall be submitted on forms prescribed by Permittor. Prior to possession, the Permittee shall deliver to Permittor copies of policies of such insurance acquired by Permittee, or certificates evidencing the existence and amounts of such insurance, with loss payable clauses satisfactory to Permittor. Permittor shall be named as an additional insured with that coverage being primary and non-contributory to any other insurance coverage available to the City. 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 OPERATING PERMITANDAGREEMENT 14 City of Renton to Seaplane Scenics, LLC attributable to any act or omission or operation of Permittee causing such increase in the cost of insurance. If the Permittee shall fail to procure and maintain said insurance the Permittor may, but shall not be required to, procure and maintain the same, but at the expense of Permittee. 18.5. 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 policies of insurance required hereunder, give notice to the insurance carriers that the foregoing mutual waiver of subrogation is contained in this Operating Permit. 19. LIMITATION UPON PERMITTOR'S LIABILITY. Permittor shall not be liable for any damage to property or persons caused by, or arising out of (a) any defect in or the maintenance or use of the Premises, or the improvements, fixtures and appurtenances of which the premises constitute a part; or (b) water coming from the roof, water pipes, flooding of the Cedar River or other body of water, or from any other source whatsoever, whether within or without the Premises; or (c) any act or omission of any Permittee or other occupants of the building, or their agents, servants, employees or invitees thereof. 20. INDEMNITY: Permittee covenants to defend, indemnify and save harmless Permittor against any and all claims arising from (a) the conduct and management of or from any work or thing whatsoever done in or about the Premises or the improvements or equipment thereon during the Operating Permit term, or (b) arising from any act or negligence of the Permittee or any of its agents, contractors, patrons, customers, or employees, or invitees, or (c) arising from any accident, injury, or damage whatsoever, however caused, to any person or persons, or to the property of any person, persons, corporation or other entity occurring during the Operating Permit term on, in, or about the Premises, and from and against all costs, attorney's fees, expenses, and liabilities incurred in or from any such claims or any action or proceeding brought against the Permittor by reason of any such claim, except such claims arising directly or indirectly out of Permittor's sole act or omission. Permittee, on notice from Permittor, shall resist or defend such action or proceeding forthwith with counsel reasonably satisfactory to, and approved by Permittor. 21. HOLDING OVER: 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 Tenant, then the Tenant shall be in default of its lease, LAG-13-005 and Permittor may evict the Tenant and the Permittee. All the conditions, terms and provisions of this permit shall be applicable during such holding over. OPERATING PERMIT AND AGREEMENT 15 City of Renton to Seaplane Scenics, LLC 22. NO WAIVER: It is further covenanted and agreed between the parties hereto that no waiver by Permittor of a breach by Permittee of any covenant, agreement, stipulation, or condition of this Operating Permit shall be construed to be a waiver of any succeeding breach of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant agreement, stipulation, or condition. 23. NOTICES: All notices or requests required or permitted under this Operating Permit shall be in writing; shall be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return receipt requested, postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or requests to Permittor shall be sent to Permittor at Permittor's address set forth below and all notices or requests to Permittee shall be sent to Permittee at Permittee's address set forth below. Permittor's Address: Airport Administration Office Attention: Airport Manager 616 West Perimeter Road, Unit A Renton, Washington 98057 Permittee's Address: Seaplane Scenics, LLC 295 East Perimeter Road Renton, Washington 98057 24. DISCRIMINATION PROHIBITED: 24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate against any person or class of persons by reason of race, color, creed, sex, national origin, or any other class of person protected by Federal or State law or the Renton City Code, in the use 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 Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5. Consequently, this Operating Permit is subject to 49 C.F.R. Part 23, as applicable. No person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including Operating Permits covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex. 24.3. Application to Sub-leases: Subject to the provisions of Section 12 of this Permit, Permittee agrees that it will include the above clause in all assignments of this Operating OPERATING PERMIT AND AGREEMENT 16 City of Renton to Seaplane Scenics, LLC Permit or sub-leases, and cause its assignee(s) and sub-Tenant(s)to similarly include the above clause in further assignments or sub-leases. 25. FORCE MAJEURE: In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, war, or other reason of like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Operating Permit, then performance of such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not, however, operate to excuse Permittee from the prompt payment of any payment required by the terms of this 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. OPERATING PERMIT AND AGREEMENT 17 City of Renton to Seaplane Scenics, LLC "Environmental Laws and Requirements" means any and all federal, state, local laws, statutes, ordinances, rules, regulations and/or common law relating to environmental protection, contamination, the release, generation, production, transport, treatment, processing, use, disposal, or storage of Hazardous Substances, worker health or safety or industrial hygiene, and the regulations promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or local regulatory agency-initiated orders, requirements, obligations, directives, notices, approvals, licenses, or permits. "Expiration" means the coming to an end of the time specified in the Operating Permit as its duration, including any extension of the Term. "Hazardous Substances" means any and all material, waste, chemical, compound, substance, mixture or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under any Environmental Laws and Requirements as a "hazardous constituent," "hazardous substance," "hazardous material," "extremely hazardous material," "hazardous waste," "acutely hazardous waste," "hazardous waste constituent," "infectious waste," "medical waste," "biohazardous waste," "extremely hazardous waste," "pollutant," "toxic pollutant" or "contaminant." The term "Hazardous Substances" includes, without limitation, any material or substance which is (i) hexavalent chromium; (ii) pentachlorophenol; (iii) volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (42 U.S.C. §9601); or (ix) designated as a "hazardous substance" pursuant to the Washington Model Toxics Control Act, RCW 70.105D.010 et seq. "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 OPERATING PERMIT AND AGREEMENT 18 City of Renton to Seaplane Scenics, LLC hereto. In the event of a conflict between the terms of this Permit and the sublease agreement between Permittee and Tenant, 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 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. Severability: Should any of the provisions of this Operating Permit be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Operating Permit shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 30.5. Jurisdiction and Venue: In the event any action is brought to enforce any of the provisions of this Operating Permit, the parties agree to be subject to exclusive in personam 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. OPERATING PERMIT AND AGREEMENT 19 City of Renton to Seaplane Scenics, LLC 30.9. Effectiveness: This Operating Permit shall not be binding or effective until properly executed and delivered by Permittor and Permittee. 30.10. Gender and Number: As used in this Operating Permit, the masculine shall include the feminine and neuter,the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require. 30.11. Time of the Essence: Time is of the essence in the performance of all covenants and conditions in this Operating Permit for which time is a factor. 30.12. Joint and Several 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 Authority: If Permittee is a corporation or limited liability company, each individual executing this Operating Permit on behalf of said corporation or limited liability company represents and warrants that he is duly authorized to execute and deliver this Operating Permit on behalf of said corporation or limited liability company pursuant to duly enacted resolutions or other action of such corporation or limited liability company and that this Operating Permit is binding upon said corporation or limited liability company in accordance with its terms. 30.16. Addenda: The provisions of this Operating Permit shall be subject to those of any Addenda and Exhibits attached hereto. OPERATING PERMIT AND AGREEMENT 20 City of Renton to Seaplane Scenics, LLC PERMITTEE: PERMITTOR: SEAPLANE SCENICS, LLC THE CITY OF RENTON a Washington limited liability corporation a Washington municipal cor rat�on �-- By t..�- Denis Law, Mayor � � t �.�r,.,r- � �f ! 7 ate: c,� -- Date: ATTEST: gy • /�� a..�ass n: th,Li�y` exk�.�*�..� ..«.,,�. , :, '� � ,.�,:,. . Date: f.L;_.., i� . � � �.._ .. :�. w� .�� � �.. w- a. _ Approved as to legal form: .,,��� "'"".. �Y�� �'10��(J�City Attorney � ```�a�������i�i i,►,,�, .��''�G��Y �F R �'''�. ; `,,,,,,,,,,,,,,,,,,,,,,,,Fy-.'', ; � � �-,o: : Z : S� � Z= : o ; �.`�� : = :�°A �., -' * = '��, °� ''��--,,,,�,,,,,,,���'', ,�: i, '4p p�Q `�. i���'`/FQ'sEp1`6```````� OPERATING PERMIT AND AGREEMENT 21 City of Renton to Seaplane Scenics, LLC STATE OF WASHINGTON ) :ss. COUNTY OF 1��+J � ) I certify that I know or have satisfactory evidence that ��-+� �- yVJ'•`�� 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 �.nA'r�V�Gic� of Su�1'P��tr►E SC� t�►�CS , a 1„L�- ,to be the free and voluntary act of such P(�?� for the uses and purposes mentioned in the instrument. Dated this 2�?� day of t�+�CU ,201�. OHYANI TONG-ISHIKAWA [Signature of ery] Noary Pubtic Shte ot W�ahin9tort ' [�ki4�P►r►� T��G-��5��k#M�+� My AppoiMment Expire!Feb 22,2021 [print Name of Notary] Notary Public in and for the State of r�, �"'"�»- .,'�,. Washington, residingat 5����� �'""".=:�' ' '''.F`:�"` � ,-�"` �'�"�'- t� � �. My commission expires: 2�Z-Z—,21 ,�. 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 AND AGREEMENT 22 City of Renton to Seaplane Scenics, LLC 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 AND AGREEMENT 23 City of Renton to Seaplane Scenics, LLC ' P EXHIBIT A Sublease Map OPERATING PERMIT AND AGREEMENT 24 City of Renton to Seaplane Scenics, LLC ��i� /���1 � G� o�� � /�r l�� �� ��a�l�nc� .� �G�s �,� , d �e� , � h /'i c� j�c� to 3 _�,��� � � � 2���,�2� � L� Go v 4. *3 ����n°'t/ �s �� � _ ������,� � � �q! - � -��Q�� ba ob `�U y�o.. � � ��;v� �� /���1� ��� �G� ��S w�w�S � �� �� �� `lj'' R1� .S', EXHIBIT B Sublease Between Aerodyne LLC and Seaplane Scenics, LLC OPERATING PERMIT AND AGREEMENT 25 City of Renton to Seaplane Scenics,LLC Office/Facility RENTAL AGREEMENT EFFECTIVE DATE: March 1, 2017 TENANT: Seaplanes Seenics, LLC LANDLORD: Aerodyue Aviation, LLC AIRCRAFT: Various TERM; March l, 2017 to Febnrary 28, 2018 TENANT does hereby rent from LANDLORD 250 sq ft of 4ffice and pro-rata space of Common Area in Aerodyne Facility for public use (Approx S50 sq ft); and tie down for two aircraft (various) with space for one(1) aircraft tow tractor. The "Space" ( the "Space") shall be used for flight instruction, scenic tours and charter services. The Aerodyne Facility (the "Premises"} located at 300Airport Way So, Renton, Washington. The Tenant agrees to comply with all of the terms, covenants and conditions as required by the City af Renton Municipal Airport . The parties hereto agree as follows. 1. RENT: (a) Rent shall be �500.00 per month for the Office Space.(utilities included). This guarantees TENANT the required space to park the above described aircraft in such a manner as agreeable to LANDLORD, but does not guarantee any specific spot, manner or direction of said aircraft during the term of this agreement. (b) Upon execution hereof, TENANT shall deliver the first months rent. A Security Deposit equal to the first months rent will also be delivered upon execution of the Hangar Rental Agreement. Thereafter, on the first day of each month of the term, beginning with the first day of the second month after the Effective Date set forth above, TENANT shall pay to LANDLORD the rent. All installments of Rent shall be delivered to LANDLORD's address set forth below its signature hereof, or at such other place as may be designated in writing from time to time by LANDLORD, in lawful money of the LTnited Sta.tes without any prior demand therefore and without deduction or offset for any cause whatsoever. (c) Rent for the Premises must be received by the Sth day of each month. Rent not received by this time will have a late fee of 3% of the monthly rental rate assessed to Tenant by Landlord. Payments not resolved by the 12th day of the month will put Tenant into default, defined in section 11 below. HANGAR RENTAL AGREEMENT i 2. TERM: This Agreement shall commence on the Effective Date set forth above and shall terminate on the last day of the term of this Agreement specified above {the "Terminatian Date"). Upon such termination, TENANT will surrender the Space to LANDLORD in as good condition as received by TENANT at commencement hereof, reasonable wear and tear excepted. Without prejudice to any of LANDLORD's other legal rights, TENANT agrees to pay the Rent {including any increase in Rent specified in a Rent Increase Notice during any continued occupancy by TENANT after the Termination Date ar the effective date of any earlier termination of this Agreement). LANDL4RD may terminate lease by giving TENANT sixty (60) days written notice at the address as set forth below TENANT's signature. Occupancy will extend by a term af 12 months after the priar term expires unless written notice to vacate is provided by Tenant ta Landlard. 3.USE: The Tie-down shall be used only for storage operations and maintenance of the Aircraft owned or leased by TENANT of the type described on page 1 of this Agreement. Personal vehicies belonging to aircraft owner and vehicles of Seaplane Scenic, LLC customers may be parked in the space in the designated Aerodyne Parking Area in front of the Main Entrance to the Aerodyne facility upQn availabiliry. TENANT shall comply with all laws, rules, ordinances and regulations established by federal, state or local gavernment agencies, including City of Renton, Washington ("the City"), the operator of the Field. TENANT shall make no modificatians or improvements to the Space or place any exterior signs on the Space without prior written approval of LANDLORD. 4. HAZARDOUS SUBSTANCES: TENANT shall not generate, transport, transfer or store any hazardous substances in, on, above, to or from the Space or the Field, including but not limited to state and federally defined hazardous substances. In the event of a leak, spill or release of a hazardous substances in, on or about the Space, TENANT will immediately notify LANDLORD and will undertake all emergency response necessary to contain, clean up and remove the hazardous substance and within a reasonable time investigate, remediate and/or take action necessary or appropriate to insure that any contarnination by the hazardous substance is eliminated. TENANT shall provide certification acceptable to LANDLORD that all such contamination has been eliminated. TENANT shall be familiar with state and local regulations for the proper removal and disposal of all respective regulated substances generated by it as a result of its use of the hangar and or contiguous common areas. Tenant will be responsible for all expense resulting from spill clean up/mitigation and site restoration if required 5. TENANT: The term TENANT includes the party(ies) signing this Agreement and all employees, agents, representatives and invitees af TENANT. 6. INDEMNIFICATION: HANGAR RENTAL AGREF.MENT z a. Indemnification Obli atg� ions• TENANT agrees to indemnify LANDLORD and shall save LANDLORD harmless from and against any and all loss, claim, damage, demand, penalty, lien, suit or action of law, or cause of action of any kind, including the expense of defense thereof, arising out of this Agreement, or related to the Space or it use, and resulting in any way from the acts or omissions of Landlord, or arising out of any equipment or , supplies stored or used by TENANT in or about the Space. b. Limitation of Liabilitv EACH PARTY AGREES THAT THE FOLLOWING ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR RELATED TO THE SPACE: i. THE PROCEEDS OP ITS INSUR.ANCE TO WHICH IT IS ENTITLED. ii. ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UI�TDER PARAGRAPH 6A ABOVE; AND EXCEPT AS SET FORTH IN THIS SECTION EACH PARTY WAIVES ANY RTGHT TO RECOVER DAMAGE, LOSS OR EXPENSE ARISING OUT OF THIS AGREEMENT OR RELATED TO THE SPACE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY OF INDEMNIFICATION OF CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT SPECIAL CONSEQUENTIAL OR PUNITIVE DAMACES OR LOSS OF PROFIT OR 1NSURANCE DEDUCTTBLE., NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT. LANDLQRD SHALL NOT INDEMNIFY TENANT AND REIMBURSE TENANT FOR DAMAGES CONSISTING 4F DAMAGES F4R LOSS OF DEPRECIATION OR DIMINUTION OF VALUE OF OR TO TENANT'S AIRCRAFT RESULTING FROM DAMAGE THERETO DUR.ING THE TERM OF THIS AGREEMENT. 7. INSURANCE; a. Tenant Insurance. During the term of this Agreement TENANT shall procure and maintain in full force and effect and at TENANT's sole cost and expense the insurance coverage for the aircraft. 9. EVIDENCE OF INSURANCE: Upon execution hereof, TENANT shall deliver certificates of insurance from insurance campanies acceptable to LANDLORD, evidencing the coverage's herein required and naming LANDLORD as additianal insureds on the coverages referred to in paragraphs 7 above. Each insurance policy required under paragraph 7 above shall be considered primary coverage. Tenant shall provide a waiver of subrogatian against the HANGAR RE?3TAL AGREEMENT � Landlord in connection with any claim or damage covered by such policy and sha11 further provide a tninimum of thirty (30) day's prior written notice of any palicy cancellation, expiration or material madifications in the required caverages. Tenant will provide Certificates of Insurance to Landlard anytime they are renewed, modified or otherwise reviewed. Certificates of Insurance will be imrnediately emailed or facsimiled to Landlord, or tenant will be in default as defined in section 11 below. 11. DEFAULT: TENANT shail be in default without further notice if Tenant does not pay rent within Ten (10) days after the date it is due each month. In addition, TENANT shall be in default in performance of any other materiai provision herof if, after LANDLORD gives TENANT written notice of such breach or violation, such breach ar violation continues to exists for seven (7) days or more (or, if such default cannot be completely cured within a seven(7) day period, if TENANT does not commence to cure such default within such seven {7) day period and thereafter proceeds with reasonable diligence to completely cure such default}. In the event of any such default, LANDLORD may terminate this Agreement by giving written notice to TENANT and on the date specified in such natice the Tenants use of the Space shall end and TENANT shall within Ten (10) days of receiving such notice of the date specified in the notice, whichever is later, surrender the Space to LANDLOR.D. Any liability of TENANT to LANDLORD hereafter shali continue, including, without iimitatian, liability for all past due rent, late fees, and rent for the period through and inciuding the original Termination Date estabiished in Hangar Rental Agreement document. LANDLORD may collect from Tenant expenses associated with reletting including without limitation advertising casts, attorney's and broker's fees. If this Agreement is so terminated, LANDLt?RD may at any time thereafter enter the Space by any lawful means and remove TENANT and its effects, including TENANT's Aircraft, � and_may dispose of such property in any commerciaily reasonable manner, with TENANT liable for all expenses of such disposal including storage and sale. In additions to the remedies herein described, LANDLORD sha11 have all other remedies available to it under applicable law. 12. NOTICES: Any notice to be given under this Agreement from one party to the other shall be deemed given either (a) two (2) days after sending if it is sent by first class rnail addressed to the other party at the address set forth below such party's signature, or such other address of which either party notifies the other in writing from time ta time, or (b)the same business day if sent via fax at the number set forth belaw such party's signature, or the first business day following a fax sent an a weekend or holiday. 13. JOINT AND SEVER.AL OBLIGATIlJNS: The obligatians of the parties signing this Agreement for the Rent and other chargers herein shall be joint and several. 14. LEGAL FEES: In the event one party incwrs any legal expense in the enforcement of this Agreement, including the collection of any amounts due, whether or not a lawsuit or legal proceeding is initiated, the other party agrees to pay the reasonable costs, expenses, including attorney fees, for such enforcement, including expenses of appeal. HA,NGAR RENTAL AGREEMENT '� 15. ASSIGNMENT OR SUBLETTII�TG: TENANT will not assign any of its rights under this agreement or sublet any or all of the Space or permit use of any of the Space for any purpose other than starage and maintenance of an aircraft owned or leased by TENANT of the type described on page 1 of the Agreement �vithout the prior written permission of LANDI.ORD in LANDLORD's sole discretion. 16, SUCCESSORS & ASSIGNS: The provisions of this Agreement shall inure to the benefit of and be binding upon any successors or assigns of the parties hereto. 17. ENTIRE AGREEMENT: This Agreement contains aIl of the terms, covenants and conditions between parties concerning the Space, and shall supersede all prior conespondence, agreements and understandings concerning the Space, both aral and written. Na addition or modification of ariy term or provision of this Agreement shall be effective unless set forth in writing and signed by both TENANT and LANDLORD. 18. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the State of Washington, exclusive of its conflict of laws provisians. Executed as of the Effective Date first written above. TENANT: LANDLORD: Seaplane Scenics, LLC � Aerody ' io , By -_ '' - --- ------ BY r Title _,��// ------__u__.__ Title �,�tt� t�t2A�C� I�C.�r='TZ.._ �'� 300 Airport Way So Renton, WA 98108 Z� Z�S— �'4 206-802-8465 HANGAR REN?'AL.4GREEtitENT S EXHIBIT C Aircraft laws and Regulations, RCW 47.68.250: Public Highways and Transportation. OPERATING PERMIT AND A6REEMENT 26 City of Renton to Seaplane Scenics, LLC A �n�€�i� #nsir�e the legisiature g��'Iit1�4Z>�pter�7 68��act�an a7.68.25n �* Find Your Legislator a7.68.240 �< d7.68.250» a7.68.255 � Visiting tt�?legislature �+� qgend�,s,scheduies and RCW 47.68.250 ;�► Billlnfwmatian Registr�tian of aircraft. ��r Laws and Rgenc�r Rules p+► Legistative Committees �very aircraft shall be registered wiih the�paRmeni for each caieridar�ar in which tt�e �* Legis{afive Agar�ses aircraft is apera�d or is based+x"�thin this state.A fee oi fiftean dollarx shall be d►arged for +� l+egistative Infamation each such registration and each annual renewal thereof. IC�eniar I� E-mai!PJotifiratior;s P�session of the appropria�eFfisec��ive federak certificate,permit,ratir�,or license � ���g�,�y? ielaUng to ownership and airwarthiness o(the airc�raft,and payment of tl�e excisa t� +e Civic Education �mpased by Title 82 RCW for ihe prnriiepe af using ihe aircraft within th�s sta��rir�g the � year for wF�ch the registraiion is sottght,and payment of the registration fee required by this * Hisiory a9 the State �m��E be the only requisites fiar r�istratian of an aircraft under dh�s sectian� � LegistaG�re Ouiside the Legislature The registratiorr fae ir�osed by this seciion shall be payable to and callec�d by the secretary.The fee for any calendar year mus#be paid�rirrg the month ssf�anuary,and shall ;� ����_���� be co!lected by the�ecretary at the time of tha cod�ctian by hirn or her af tfie said excise tax. Washir�ton ti the secretsry€s satisfrad that ttte requiremeriis for registratresn of the aircraft hav�been meE, �# � he os she sha10 theraupon issue to ttue owner of the ai�craft a esrGf�ca�of ragrstration �* Washi ton Gcwrts �re#ar.The secretary shall pay ta the state ireasunar tlte regisUatron€ees col�cted ur�er � �1 this sedion,which registration fees shall Ese credfted ta the aeranautics ac�caunt in the �,► OFM F'�cal Note We6site trar�sporiatian fur�. '�� tt shail rmt be necassary fo€ttie registrant ta pravide the secxetary with aiginals ar oopies �WaxhiilgtOn` of federal ceRificates,permits,ratirt�s,csr licenaes.The secretary shall issue certific�tes crf qMH�N 31aa Grr�rnm��aa K yyM registra0an,or s�h other evidencss oi registrebon or paymeni of�eas as he or she may deam proper;ar�in connec�iicxi therawith may prescribe ret�irements fw the passession and euhib�ian of such cert'rficates ar othsr evidences. �� The provisirsns of this seetion sha11 rwt aipply to: Ary�tl {1}An aircraft awned by and used exchasivety in the service o#arry go�emment ar a€ry political subdivlsion thereaf,�duding the govemment ot the United States,arry state, temtory,ar possession of the Uni�id Sta�s,or th+e Disir�t of Columbia,which is not ettipaged in carryir�persons or�operty 1or cmmmeraat pa�rptsses; (2}An aircraft registered under 4he laws af a fore�n camtry; (3J An aircraft which is owrred by a rronresident arxi registe€�d in another staSe: PRdVI�Ed,That if said aircraft shall remain in and+ar be based in ttris state for a period of nirrety days or lor�er it sha11 not be exarnpt ur�der this sectiorr; {d)M aircraft engaged principal{y in commercaal flyying cor�stitutir�an aci of inFerstate or foreign c�ommer�; (S)An�ircraft owned tay the oommercial manufacturer thereof while bei�g a�aerated for test or experir�ntal purpases,or for the purpose of training cr�vs#ar purchasers of the aircraR; {6)An aarc�aft being held tar sale,exr�ange,defivery,test,ordemonstration purpases sodely as stodc in trade of an air�raft cfealer li�nsed urtder TitGe ta RCYV; (7)An airctaft based wittrin ttie state that�s in an unairworthy candition,is riot�a�d within the ragistratian period,ar�has o6tained a written exemptior�issued by ihe secretary. TF�secratary shall be natifred within thirty days of ar�r charige in owr�er�hip of a OPERATING PERMIT AND AGREEMENT 27 City of Renton to Seaplane Scenics, LLC --- - ----- --�.-------- - --------- - --�-- -- - regis�red aircraft.The rratification sha�c�tain ttie N,IUC,NR,NL,or NX number af the sircraft,tfie full name and address of the fartner rnar►er,ar�ihe full name and address of the new otamer.For failuee to sa notify the secratary,th�i registratian of Ihat aircxaft may be ca�6ed by thie secretary,su�ect to reirtsffitement upan applicatica�and payment of a reinstatement fee of ten cioHars by the ne+a owner. A municigality 4r port district thst omns,operatea,or ieases an airport,as�fined in RCW 47.68A20 writh the in�nt to�erate,shall requ�re from an aircraft awner proaf of ai�raft regisfratinn as a condition of Eeasirg or seli€ng tiedrawn or hanger spacs for an aircxaft.lt is ihe�spvnaibiliiy of the lessee ar purchaser to register the aircraft.The airport shall work with the aviaiion div�sion ta ass+si in its efforGs to register aircraft b�providin�in#ormation about based airesaft on an annua�basss as requested by the division. [2D03 c 375§4:1999 c 302§2:799�i c 7&9§3:7 995 c 170§8;1993 c 208§7:1987 c 220§3;f 979 c t58§ 246;3967 ex.s.c 9§9;1355 c i SO§17;1943 c 49§7 2;t J47 c 165§25;Rem.St�p.1349§1 Q954-105. Formerty RCW aa cts.25o.) No#es: Effective dats—20U3 0 375:See note following RCW 47.88.24c�. Severability—i 987 c 224:See note follawing RCW 47.68.23Q. Aircraft deatQrs:Chapter 14.2o RCW. Definif�on of terms:RCW 14.20.010,47.68.020. OPERATING PERMIT AND AGREEMENT 28 City of Renton to Seaplane Scenics, LLC