HomeMy WebLinkAboutAddendum - 5OPERATING PERMIT 1
City of Renton to RNT FBO LLC (2024)
OPERATING PERMIT AND AGREEMENT
between the City of Renton and RNT FBO LLC
THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON
MUNICIPAL AIRPORT AND AN AGREEMENT (hereinafter “Operating Permit”) effective as of
__________________, 2024 (the “Effective Date”), by and between THE CITY OF RENTON, a
Washington municipal corporation (hereinafter "Permittor"), and RNT FBO LLC, a Delaware
Limited Liability Company (hereinafter "Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUBLEASE:
1.1. Pursuant to lease agreement LAG 09-006 (the “Lease Agreement”), executed on
October 7, 2009 and subsequently amended, the City of Renton (“Landlord”) granted a lease of
the parcel located at 750 West Perimeter Road, Renton, Washington 98057 to Renton Gateway
Center LLC, as Original Lessee (“Original Lessee”), for the purpose of operating a Fixed Based
Operation, which includes/included aircraft maintenance including inspection, major and minor
repair, and major and minor alteration of airframes, engines, avionics, interiors, and aircraft
components, storage and tie-down of aircraft, both indoors and outdoors, commercial flight
operations including flight training, aircraft rental, sightseeing, aerial photography, and any
operations conducted under 14 CFR Part 91 and 14 CFR Part 135, sale of aviation fuel and
lubricants, sale of aircraft parts, components and pilot supplies, aircraft servicing with fluids and
compressed gases, aircraft grooming, and aircraft sales, leasing and management. The Lease
Agreement, as amended, expires on October 31, 2045.
1.2. Thereafter, Original Lessee sublet a portion of the Lease Agreement’s premises to
Permittee by sublease agreement, executed on December 14, 2011 and subsequently amended,
for the purpose/purposes of operating a Fixed Based Operation on and within the premises. The
2011 sublease agreement converted to a month-to-month lease after the expiration of its stated
term.
1.3. Effective June 1, 2020, Original Lessee and Permittee entered into a new sublease
agreement for the purpose/purposes of operating a Fixed Based Operation on and within the
subleased premises, as described below, located at 750 West Perimeter Road, Renton,
Washington 98057 (hereinafter the “Sublease Agreement”). With the execution of the
Sublease Agreement, the 2011 sublease agreement is no longer in effect.
1.4 Effective ____________________, 2024, Original Lessee assigned all privileges,
rights, and responsibilities to RNT 750, LLC (hereafter “Lessee”), to include the duty to operate
a Fixed Based Operation and the privileges and responsibilities as described by Lease LAG-09-
LAG-09-006, Adden #5-24
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006 and the aforementioned Sublease Agreements. A copy of the Lease Assignment is attached
hereto as Exhibit A.
1.5 Effective _____________________, 2024 RNT 750 LLC sublet a portion of the Lease
Agreement’s premises to RNT FBO LLC for the purpose/purposes of operating a Fixed Based
Operation on and within the premises. The sublease expires on October 31, 2045. With the
execution of this sublease agreement, the 2020 sublease agreement is no longer in effect. A
copy of the 2024 Sublease Agreement is attached hereto as Exhibit B.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The Operating Permit applies to the Premises as
described and depicted in the Sublease Agreement (Exhibit B) (hereinafter the “Premises”).
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
the Sublease Agreement, 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.
2.3. 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 to the best of its ability so as not to interfere with
Permittee’s use of the Premises, the taxiways, or the runway, will endeavor to notify Permittee
of any plans for such activity no less than seventy-two (72) hours 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 notice
to the Permittee 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:
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3.1.1. Easements, restrictions, and reservations of record;
3.1.2. The Renton Municipal Airport’s Airport Leasing Policies and Airport
Regulations and Minimum Standards pursuant to Section 8.5 below, including
Permittor's standards concerning operation of aviation activities from the Airport; and
FAA Grant Assurances (collectively “Airport Documents”);
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; and
3.1.4 All of Permittee’s business operations shall be conducted on and within
the Premises.
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,
and recorded in Volume 2668 of Deeds, Page 386; and further that Permittor holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the State
of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the Federal
Aviation Administration. It is expressly agreed that the Permittee also accepts and will hold and
use this Operating Permit and the Premises subject thereto and to all contingencies, risks, and
eventualities of or arising out of the foregoing, and if this Operating Permit, its Term, or any
conditions or provisions of this Operating Permit are or become in conflict with or impaired or
defeated by any such legislation, rules, regulations, contingencies or risks, the latter shall
control and, if necessary, modify or supersede any provision of this Operating Permit affected
thereby, all without any liability on the part of, or recourse against, Permittor in favor of
Permittee, provided that Permittor does not exceed its authority under the foregoing
legislation, rules and regulations.
3.4. Future Development/Funding: 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
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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. Permittor’s exercise of such rights shall not unreasonably interfere with Permittee’s
rights under this Operating Permit; for clarity, Permittor’s exercise of its obligations shall not
constitute unreasonable interference.
4. TERM OF OPERATING PERMIT
4.1. Sublease Agreement Term: Permittee is a Subtenant under that certain sublease
dated as of the Effective Date (the “Sublease”) by and between RNT 750 LLC (“Sublessor”) and
Permittee for a portion of the property (the “Premises”) located at 750 W Perimeter Rd,
Renton, WA (the “Property”) as further described in the Sublease.
4.2. Operating Permit Term: This Operating Permit shall expire five (5) years from the
date last signed below by Permittor and Permittee (the “Term”).
5. FEE; RENT ON SUBLEASE; OTHER CHARGES
5.1 Operating Permit Fee: As of the effective date of this Operating Permit, Permittor
does not impose a charge or fee to obtain an Operating Permit.
5.2. Sublease Agreement: Permittee May Cover for Rent and Leasehold Excise Tax:
5.2.1 In the event Lessee fails to pay the rent due under the Lease Agreement, then
Permittee may pay said rent, when due. In the event neither Lessee nor Permittee pay said
rent, then the Permittor may terminate this permit with ten (10) days’ written notice.
5.2.2 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
Lease Agreement, and Lessee fails to pay said tax or charge, then Permittee may pay said tax or
charge, when due. In the event neither Lessee nor Permittee pay said tax or charge, then the
Permittor may terminate this permit with ten (10) days’ notice.
5.3. Other Charges: Permittee further agrees to pay 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. Furthermore, in the event Lessee fails to pay any charges due under
the Lease Agreement, then Permittee may pay said charges, when due. In the event neither
the Lessee nor the Permittee pay said charges, then the Permittor may terminate this permit
with ten (10) days’ notice.
6. PERMITTEE MAY COVER PAYMENT OF UTILITIES AND RELATED SERVICES:
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City of Renton to RNT FBO LLC (2024)
6.1. If Lessee fails to pay utilities and service charges (which may include all light, heat,
gas, power, garbage, water, sewer and janitorial service) due under the Lease Agreement, then
Permittee may pay such utilities and service charges when due. In the event neither Lessee nor
the Permittee pay said utility or service charges, then the Permittor may terminate this permit
with ten (10) days’ notice.
6.2. Permittor shall not be liable for any loss or damage caused by or resulting from any
variation, interruption, or failure of said utility or other 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 Operating Permit or as an eviction
of Permittee, or relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES:
7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that the Permittor has complied with all the
requirements imposed upon it under the terms of this Operating Permit with respect to the
condition of the Premises at the commencement of the 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 Operating 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, USE, AND REQUIREMENTS:
8.1. Use of Premises: Permittee may use the Premises for the following described
purposes (collectively, the “Permitted Uses”):
8.1.1. Aircraft maintenance, including major and minor repair, and major and minor
alteration of airframes, engines, avionics, interiors, and aircraft components in accordance with
the Airport Regulations and Minimum Standards pursuant to Section 8.5 below.
8.1.2. Tie-down and storage of aircraft, both indoors and outdoors on the Premises and
in accordance with the Airport Regulations and Minimum Standards pursuant to Section 8.5
below.
8.1.3 Commercial flight operations including flight training, aircraft rental, sightseeing,
and aerial photography in accordance with the Airport Regulations and Minimum Standards
pursuant to Section 8.5 below. Flight training shall be in accordance with the Permittee’s
Business Plan.
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8.1.4 Sale of aviation fuels and lubricants in accordance with the Airport Regulations
and Minimum Standards pursuant to Section 8.5 below.
8.1.5 Sale of aircraft parts, components, and pilot supplies in accordance with the
Airport Regulations and Minimum Standards pursuant to Section 8.5 below.
8.1.6 Aircraft servicing with fluids and compressed gases in accordance with the
Airport Regulations and Minimum Standards pursuant to Section 8.5 below.
8.1.7 Aircraft grooming in accordance with the Airport Regulations and Minimum
Standards pursuant to Section 8.5 below.
8.1.8 Aircraft sales, leasing, and management 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 used only for the
Permitted Uses and 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 which shall not
be unreasonably denied, delayed, or conditioned.
8.3. Non-Aviation Uses Prohibited: Permittee agrees that, except as may be expressly
provided above, the Premises may not be used for uses or activities that are not related,
directly or indirectly, to aviation.
8.4. Signs: No advertising matter or signs shall be at any time displayed on the Premises
or structures without the written approval of Permittor, which will not be unreasonably
withheld. One sign, or signs, of the type and dimensions specified by the Airport Director, 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, laws, guidance materials, and best practices (collectively, “Rules”) now existing and
as may be amended, whether now or hereafter adopted by Permittor, including the Airport
Regulations and Minimum Standards which are incorporated herein by this reference; the
Federal Aviation Administration, including Grant Assurances and Advisory Circulars; the State
Aeronautics Commission, and all duly constituted governmental authorities, all at Permittee's
cost and expense. See attached Exhibit C for a list of some of the Rules which may currently
apply to this Operating Permit.
8.6. Waste, Nuisance, Illegal 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.
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City of Renton to RNT FBO LLC (2024)
8.7. Increased Insurance Risk: Permittee shall not do or permit to be done in or about
the Premises anything which will be dangerous to life or limb, or which will increase any
insurance rates upon the Premises or other buildings and improvements at the Airport.
8.8. Aircraft Registration Compliance: To the extent applicable to Permittee, Permittee
is hereby notified of the Washington State law concerning aircraft registration and the
requirement that the Permittee comply therewith. See 47.68.250 RCW: Public Highways and
Transportation.
9. HAZARDOUS SUBSTANCES:
9.1. Permittee's Representation and Warranty: 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 reasonable amount of all costs and expenses incurred by
Permittor in connection with such compliance activities and such obligation shall continue even
after expiration or termination of the Term. Permittee shall notify Permittor immediately of
any release of any Hazardous Substances in, on or under the Premises.
9.4. Indemnity:
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City of Renton to RNT FBO LLC (2024)
9.4.1. Permittor shall have no responsibility to the Permittee, or any other third party,
for remedial action under RCW Chapter 70A.305, 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 70A.305 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 70A.305, 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.
9.4.3. The provisions of this Subsection 9.4 shall survive the expiration or sooner
termination of the Term. No subsequent modification or termination of this Operating Permit
by agreement of the parties or otherwise shall be construed to waive or to modify any
provisions of this Section unless the termination or modification agreement or other document
expressly so states in writing.
9.5. Dispute Resolution: In the event of any dispute between the parties concerning
whether any Hazardous Substances were brought onto the Premises by Permittee, or whether
any release of or disposition of any Hazardous Substance was caused by Permittee, the parties
agree to submit the dispute for resolution by arbitration upon demand by either party. Each
party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree within a
period of thirty (30) days after such appointment, as that term is defined in Section 9.5.1 of this
Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental
consultants with experience in the identification and remediation of Hazardous Substances.
The arbitrators shall make their decision in writing within sixty (60) days after their
appointment, unless the time is extended by the agreement of the parties. The decision of a
majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the
cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
9.5.1. Appointed Arbitrators: The two appointed arbitrators shall meet, and shall make
their decision in writing within thirty (30) days after the date of their appointment. If the
appointment date for either arbitrator is later than the other, the latter date shall be the
appointment date for purposes of the thirty (30) day deadline. If the two arbitrators are unable
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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. Permittee shall maintain in good
condition and repair the Premises, subject to ordinary wear and tear, including without
limitation, the interior and exterior walls, floors, roof, and ceilings, and any structural portions
of the Premises the exterior and interior portions of all doors, windows, glass, utility facilities,
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, parking areas, landscaping, fixtures, heating, ventilating and air
conditioning, including exterior mechanical equipment, exterior utility facilities, and exterior
electrical equipment serving the Premises. Permittee shall make all repairs, replacements and
renewals, whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to
maintain the Premises in the condition required by this Section.
10.2. Removal of Snow/Floodwater/Mud: Permittee shall be responsible for removal of
snow and/or floodwaters or mud deposited there from the Premises 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
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. NO WORK WITHOUT PERMITTOR’S WRITTEN CONSENT: Permittee shall not make any
alterations, additions or improvements (“Work”) in or to the Premises without the written
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consent of Permittor first having been obtained. Permittor has no obligation to agree to any
Work in or to the Premises. Any Work shall be performed in full accordance with all applicable
laws, rules, regulations, guidance materials, and best practices.
11.1. Protection from Liens: After receiving Permittor’s prior written consent to Work,
before commencing any 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 other liens, then Permittor
may, at its option, in addition to any other rights or remedies it may have, discharge said lien by
(i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and
recording a lien release bond, or (iii) taking such other action as Permittor shall deem necessary
or advisable, and, in any such event, Permittee shall pay, on Permittor’s demand, all reasonable
costs (including reasonable attorney fees) incurred by Permittor in settling and discharging such
lien together with interest thereon at the rate of twelve (12%) percent per year from the date
of Permittor’s payment of said costs. Permittor’s payment of such costs shall not waive any
default of Permittee under this Section.
11.2. Bond: At any time Permittee either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Permittor may
at its sole option require Permittee, at Permittee's sole cost and expense, to obtain and provide
to Permittor a lien and completion bond in an amount equal to one and one-half (1-1/2) times
the estimated cost of such improvements, to insure Permittor against liability for mechanics
and materialmen's liens and to insure completion of the work.
11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its
option and at its expense, make repairs, alterations or improvements which Permittor may
deem necessary or advisable for the preservation, safety, or improvement of utilities or Airport
infrastructure on the Premises, if any. Permittor shall provide thirty (30) days’ advance notice
of any such work and use reasonable efforts to not interfere with Permittee’s use of the
Premises during any such work.
12. NO ASSIGNMENT OR SUBLETTING: Except as authorized under the Permitted Uses,
this Operating Permit shall not be assigned, and Permittee shall not assign or sublease the
Premises to any other person or entity under the authority of this Operating Permit.
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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 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 written notice of such default is given by Permittor to
Permittee. If the failure to comply cannot reasonably be cured within twenty-four (24) hours,
then Permittee shall not be in default under this Operating Permit if Permittee commences to
cure the failure to comply within twenty-four (24) hours and diligently and in good faith
continues to cure the failure to comply. However, said inability to cure within twenty-four (24)
hours, diligence and good faith notwithstanding, cannot be based on financial incapacity.
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. However, said inability to cure within
twenty-four (24) hours, diligence and good faith notwithstanding, cannot be based on financial
incapacity.
13.1.3. Appointment of Trustee or Receiver: The appointment of a trustee or receiver
to take possession of substantially all of the Permittee’s assets located at the Premises or of
Permittee’s interest in this Operating Permit, where possession is not restored to Permittee
within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all
of Permittee’s assets located at the Premises or of Permittee’s interest in this Operating Permit,
where such seizure is not discharged within sixty (60) days.
13.1.4. Failure to Comply With Laws: It shall be a default of this Permit if the Permittee
fails to comply with any of the statutes, ordinances, rules, orders, regulations, and
requirements of the federal, state, and/or city governments, any terms of this Permit and/or
the underlying lease.
13.2 Additional Security: 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
OPERATING PERMIT 12
City of Renton to RNT FBO LLC (2024)
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 right to
terminate the Operating Permit, which is in addition to any remedies now or later allowed by
law.
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 rights and obligations, 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
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 Operating 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 prohibitions upon assignment or subletting as
set forth herein, all of the terms, conditions, and provisions of this Operating 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
OPERATING PERMIT 13
City of Renton to RNT FBO LLC (2024)
such damage shall be awarded as compensation for the diminution in value to the leasehold, or
to the fee of the Premises herein leased. Damages awarded for the taking of Permittee’s
improvements located on the Premises shall belong to and be awarded to Permittee.
16. RIGHT OF INSPECTION: Permittee will allow Permittor, or Permittor's agent, free
access to the Premises at all reasonable and mutually agreeable times for the purpose of
inspection, or for making repairs, additions or alterations to the Premises, or any property
owned by or under the control of Permittor.
17. [Intentionally omitted.]
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 peril, or for the loss
of any articles by burglary, theft or any other cause from or upon the Premises. It is
acknowledged that Permittor does not cover any of the personal property of Permittee,
Permittee's invitees or other persons upon the Premises through its insurance. Permittee, its
invitees and other persons upon the Premises are solely responsible to obtain suitable personal
property insurance.
18.2. Liability Insurance. The Permittee agrees to maintain in force during the term of
this Operating Permit commercial general liability insurance written by an admitted company
authorized to do business in the State of Washington against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto.
The limits of liability shall be in an amount of not less than $1,000,000.00 per occurrence,
$2,000,000 aggregate. The limits of said insurance shall not, however, limit the liability of
Permittee hereunder. The insurance policy include a Landlord's Protective Liability endorsement
attached thereto. Permittee must name the City of Renton as a certificate holder and a Primary
and Non-Contributory Additional Insured on the policy. Permittor shall be provided with written
notice of any policy cancellation within a minimum of two business days of receipt of such notice
by the policy holder. The city does not represent that the minimum required insurance coverage
or limits are adequate to protect the vendor/contractor/consultant from all liabilities.
18.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor. Permittor reserves the right to establish and, from time-to-time, to
increase minimum insurance coverage amounts. Notice of increased insurance requirements
shall be sent to the Permittee at least forty (45) days prior to the annual renewal date of the
Permittee’s insurance. Prior to possession, the Permittee shall deliver to Permittor copies of
policies of such insurance acquired by Permittee, or certificates evidencing the existence and
amounts of such insurance, with loss payable clauses satisfactory to Permittor. Permittor shall
be named as an additional insured with that coverage being primary and non-contributory to any
other insurance coverage available to Permittor. The Permittee shall provide Permittor with
written notice of any policy cancellation, within two business days of their receipt of such notice.
OPERATING PERMIT 14
City of Renton to RNT FBO LLC (2024)
18.4. Insurance Maintained Throughout Term: Permittee shall not do or permit to be
done anything which shall invalidate the insurance policies referred to above. Permittee shall
forthwith, upon Permittor’s demand, reimburse Permittor for any additional premiums
attributable to any act or omission or operation of Permittee causing such increase in the cost of
insurance. If the Permittee shall fail to procure and maintain said insurance the Permittor may,
but shall not be required to, procure and maintain the same, but at the expense of Permittee.
18.5. Waiver of Subrogation: 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. COMPLIANCE AFTER EXPIRATION OF THE TERM: Permittee understands and agrees
that upon expiration of the Term of this Operating Permit, Permittee must obtain a new
operating permit from the Permittor as a condition to continuing to conduct business on the
Premises. Permittee further understands that notwithstanding the terms of the Sublease
Agreement if Permittee does not obtain a new operating permit, then Permittee shall be
subject to any lawful remedy available to Permittor. Such remedy shall include, at Permittor’s
option, the issuance to Permittee of a thirty (30)-day notice to comply or vacate the Premises.
OPERATING PERMIT 15
City of Renton to RNT FBO LLC (2024)
In addition to all of the foregoing, if Permittee remains in possession of the Premises after the
term of the Operating Permit without having obtained a new operating permit, all the
conditions, terms and provisions of this Operating Permit shall remain applicable.
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 Director
616 West Perimeter Road, Unit A
Renton, Washington 98057
Permittee’s Address: RNT FBO LLC
Attention: Jon Wenrich
750 West Perimeter Road, Unit 1
Renton, WA 98057
Jon.wenrich@fbocap.com
With copy to:
Seyfarth Shaw LLP
Attn: Ian Taylor
999 3rd Ave Suite 4700
Seattle, WA 98104
itaylor@seyfarth.com
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
OPERATING PERMIT 16
City of Renton to RNT FBO LLC (2024)
that Permittee may make reasonable and non-discriminatory discounts, rebates, or other
similar types of price reductions to volume purchasers.
24.2. Minority Business Enterprise Policy: It is the policy of the Department of
Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the
maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5.
Consequently, this 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. [Intentionally omitted.]
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, pandemics, 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 moneys due 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 or enforcement of any right of Permittor or duty of
Permittee hereunder shall entitle Permittor to recover all costs, fees, and damages, including
any costs of collection or enforcement and reasonable attorney’s fees. For the purposes of this
Section 27, attorney’s fees shall include a reasonable rate for attorneys employed by Permittor.
28. EMERGENCY RESPONSE: Permittee must provide to the Permittor including its
Airport Director 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 Director’s office.
OPERATING PERMIT 17
City of Renton to RNT FBO LLC (2024)
29. DEFINITIONS: As used in this Operating Permit, the following words and phrases,
whether or not capitalized, shall have the following meanings:
“Authorized representatives” means any officer, agent, employee, independent
contractor or invitee of either party.
“Environmental Laws and Requirements” means any and all federal, state, local laws,
statutes, ordinances, rules, regulations and/or common law relating to environmental
protection, contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, worker health or safety or
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.
“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 70A.305.010 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.
30. GENERAL PROVISIONS:
30.1. Entire Agreement: 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 18
City of Renton to RNT FBO LLC (2024)
hereto. In the event of a conflict between the terms of this Operating Permit and any sublease
agreement between Permittee and Lessee, the terms of this Operating Permit supersede.
30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor and 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. Governing 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. [Intentionally omitted.]
OPERATING PERMIT 19
City of Renton to RNT FBO LLC (2024)
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 Liability: 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 and Exhibits: The provisions of this Operating Permit shall be subject to
those of any Addenda and Exhibits attached hereto.
PERMITTEE: PERMITTOR:
RNT FBO LLC THE CITY OF RENTON
a Delaware LLC a Washington municipal
corporation
By Armondo Pavone
its: Manager Mayor
Date: Date:
Jonathan Wenrich
March 5, 2024
OPERATING PERMIT 20
City of Renton to RNT FBO LLC (2024)
Attest:
By
Jason Seth, City Clerk
Approved as to legal form:
Shane Moloney, City Attorney
Approved by Alex Tuttle via 2/28/2024
OPERATING PERMIT 21
City of Renton to RNT FBO LLC (2024)
EXHIBIT A:
Assignment of Lease LAG-09-006
[See following pages.]
OPERATING PERMIT 22
City of Renton to RNT FBO LLC (2024)
EXHIBIT B:
2024 Sublease Agreement between RNT 750 LLC and RNT FBO LLC
[See following pages.]
OPERATING PERMIT 23
City of Renton to RNT FBO LLC (2024)
EXHIBIT C:
Partial List of Applicable Rules
Aircraft fueling rules include:
Applicable FAA Advisory Circulars, including but not limited to AC 150/5230-4B and AC
00-34A
National Fire Prevention Association (NFPA)’s including but not limited to Code No. 407
(Standard for Aircraft Fuel Servicing); and Code No. 30 (Flammable and Combustible
Liquids Code) Air Transport Association of America, ATA Specification 103
Training rules include:
Training as required by 14 C.F.R. § 139.321.
Fuel servicing vehicles rules include:
FAA Advisory Circular 150/5230-4B
NFPA 407
1
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Assignment”) is
executed and delivered as of the ___ day of ______________, 2024 (the “Effective Date”), by Renton
Gateway Center, LLC, a Washington limited liability company (“Assignor”), to and in favor of RNT 750
LLC, a Delaware limited liability company (“Assignee”).
WITNESSETH:
WHEREAS, Assignor is the owner of that certain ground leasehold estate created by that Ground
Lease dated October 7, 2009 (known as City of Renton LAG-09-006, as amended by its Amendments 1-
11, 2-15, and 3-17) (collectively referred to hereafter as the “Ground Lease”), a copy of which is attached
hereto as Schedule 3, by and between the City of Renton, a municipal corporation and political subdivision
of the State of Washington, as “landlord” (the “City”), and Assignor, as the current “tenant” which Ground
Lease recorded in King County, Washington on April 28, 2010 under that certain Recording No.
20100428000074 and pertaining to the land described in Schedule 1 attached hereto (the “Leased
Premises”); and
WHEREAS, Assignor desires to sell, assign, and convey to Assignee, and Assignee desires to
accept all of Assignor’s right, title and interest in the ground leasehold estate created by the Ground Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1.Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Ground Lease.
2.Assignment, Assumption, and Release. Assignor hereby SELLS, TRANSFERS,
ASSIGNS and CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor’s right, title, and
interest in, to, or created by the Ground Lease and (ii) assumes all of Assignor’s duties, covenants, and
obligations under the Ground Lease to be performed by the lessee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor’s interest in the Ground
Lease, together with all of Assignor’s right, title, and interest in and to the rights and appurtenances,
including improvements, structures, and fixtures located thereon or thereunto in anywise belonging, unto
Assignee and Assignee’s successors and assigns forever.
3.Indemnification. Assignee shall hold harmless, indemnify, and defend Assignor and
Assignor’s successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys’ fees), claims and/or causes of action (collectively, “Losses”) to the extent arising from or relating
to Assignee’s performance or non-performance of the lessee’s obligations pursuant to the Ground Lease
which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless, indemnify,
and defend Assignee and Assignee’s successors and assigns, as to any and all Losses to the extent arising
from or relating to Assignor’s performance or non-performance of the lessee’s obligations pursuant to the
Ground Lease which first arose prior to the Effective Date of this Assignment.
4.Permitted Encumbrances. This Assignment is executed by Assignor and accepted by
Assignee subject to those matters of title set forth on Schedule 2 attached hereto and incorporated herein
by reference, but only to the extent the same do, in fact, exist and are applicable to the Leased Premises
(the “Permitted Encumbrances”).
2
5.City Consent and Estoppel. Pursuant to its signature below, City hereby (i) consents to this
Assignment, and (ii) represents and warrants to Assignee that as of the Effective Date (A) the Ground Lease
is in full force and effect, (B) there are no events of default existing under the Ground Lease by either
Assignor or City, (C) there is no condition existing that, with the passing of time or delivery of notice, or
both, would constitute a default or event of default under the Ground Lease, (D) the security deposit held
by the City under the Ground Lease equals $0.00, (E) the expiration date of the Ground Lease is October
31, 2045, and (F) the Minimum Monthly Rent under the Ground Lease as of the Effective Date is
$11,363.51 (plus Leasehold Excise Tax). This Assignment shall not be effective or applicable to either
party until the City has consented below in writing to the assignment and assumption of the Ground Lease.
The parties agree to execute any further assignment or other form required by the City to evidence the
assignment of the Ground Lease; provided however, as between Assignor and Assignee, this Assignment
shall control to the extent of any conflicts between this Assignment and any assignment or other form
required by the City.
6.Governing Law. This Assignment shall be governed by the internal laws of the State of
Washington, without regarding to any conflicts of law analysis.
7.Binding Effect. This Assignment shall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto.
8.Exhibits and Schedules. All exhibits and schedules referenced in this Assignment are
incorporated herein by reference.
9.Counterparts. This Assignment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
[SIGNATURE AND NOTARY PAGES FOLLOW]
4
ASSIGNEE:
RNT 750 LLC
By:
Name:
Its:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this __ day of , 2024, before me personally appeared , to me
known to be the of , the company that
executed the within and foregoing instrument, acknowledged said instrument to be the free and voluntary
act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was
authorized to execute said instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first
above written.
Notary Public for the State of Washington
My Commission expires:
Printed Name:
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5
CITY:
CITY OF RENTON
By:
Name:
Its:
STATE OF WASHINGTON )
) ss.
COUNTY OF )
On this __ day of , 2024, before me personally appeared , to me
known to be the of , the company that
executed the within and foregoing instrument, acknowledged said instrument to be the free and voluntary
act of said corporation, for the uses and purposes therein mentioned, and on oath stated he/she was
authorized to execute said instrument for said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first
above written.
Notary Public for the State of Washington
My Commission expires:
Printed Name:
Schedule 1 to Assignment and Assumption of Ground Lease
Schedule 1
Legal Description
That portion of the South Half of Section 7, Township 23 North, Range 5 East, W. M., in King City,
Washington, described as follows:
Commencing at the South Quarter corner of said Section 7, which bears South 88°31'14" East, 2,483.39
feet from the Southwest corner of said Section 7;
Thence North 85°11'07" East, 321.35 feet to the centerline of Taxiway A";
Thence North 04°48'53" West, along said Taxiway "A", 1,834.03 feet;
Thence South 85°11'07" West, 89.00 feet to the Point of Beginning;
Thence South 85°02'37" West, 245.40 feet;
Thence North 10°08'22" West, 9.37 feet;
Thence North 84°06'24" East, 19.79 feet;
Thence North 05°32'08" West, 28.82 feet;
Thence South 85°23'03" West, 21.41 feet;
Thence North 07°30'19" West, 493.14 feet;
Thence North 85°10'50" East, 271.40 feet;
Thence South 04°48'53" East, 530.60 feet to the Point of Beginning.
Situate in the City of King, State of Washington.
Schedule 1 to Assignment and Assumption of Ground Lease
Schedule 2
Permitted Encumbrances
Permitted Encumbrances shall include only those matters of public record applicable to the land upon
which the Hangar Improvements are located as set forth in that certain Proforma ALTA Owner’s Policy
of Title Insurance dated January 25, 2024 issued to RNT 750 LLC under File No. 230002000945, or such
final ALTA Owner’s Policy issued by Stewart Title Guaranty Company under the same file number.
Schedule 3 to Assignment and Assumption of Ground Lease
Schedule 3
Ground Lease
ASSIGNEE ACKNOWLEDGES SEPARATE RECEIPT OF GROUND LEASE
_______
(Initials)