HomeMy WebLinkAboutPermit PAG-16-001
OPERATING PERMIT AND AGREEMENT
between the City of Renton and Pro-Flight Aviation, Inc.
' THIS IS A PERMIT TO OPERATE AN AVIATION RELATED ACTIVITY UPON THE RENTON
MUNICIPAL AIRPORT AND AN AGREEMENT (hereinafter "Operating Permit") between THE CITY
OF RENTON, a Washington municipal corporation (hereinafter "Permittor"), and Pro-Flight
Aviation, Inc., a Washington corporation (hereinafter "Permittee").
IN CONSIDERATION of the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. ACKNOWLEDGEMENT OF SUBLEASE:
1.1. Pursuant to lease agreement LAG 09-006, executed on October 7, 2009, 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 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.
1.2. Thereafter, Renton Gateway Center LLC (Lessee) sublet a portion of the subject
premises to Pro-Flight Aviation, Inc., (Permittee) by a Lease Agreement, executed on December
14, 2011, 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.The Initial Term of this sublease expired on July 31, 2015. Thereafter, the
sublease converted to a month-to-month lease.
1.3. The Lease Agreement executed on December 14, 2011, between Renton Gateway
Center, LLC. and Pro-Flight Aviation, Inc. has been amended. The Lease Agreement executed on
December 14, 2011, and the subsequent Amendment#1 to Lease Agreement, executed on
December 9, 2015, are both attached hereto as Exhibits A and B, respectively, and incorporated
by this reference.
2. GRANT OF OPERATING PERMIT:
2.1. Description of Premises: The Premises leased by Pro-Flight Aviation, Inc., the
Permittee, is described in Amendment#1 to Lease Agreement of the sublease between Renton
Gateway Center and ProFlight Aviation.
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City of Renton to Pro-Flight Aviation,Inc. O � E � � �`��
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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"), including the runway and other public facilities
provided thereon.
2.2.1. Notwithstanding anything in this Operating Permit to the contrary, Permittor
acknowledges that direct access to the taxiways 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 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 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:
3.1.1. Easements, restrictions, and reservations of record;
3.1.2. The Airport Regulations and Minimum Standards pursuant to Section 8.5
below, including Permittor's standards concerning operation of aviation activities from
the Airport; and
3.1.3. All such non-discriminatory charges and fees for use of the Airport as
may be established from time to time by Permittor as set out in Section 5.3. of this
Operating Permit.
3.2. No Conveyance of Airport: This Operating Permit shall in no way be deemed to be
a conveyance of the Airport, and shall not be construed as providing any special privilege for
any public portion of the Airport except as described herein. The Permittor reserves the
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absolute right to lease or permit the use of any portion of the Airport for any purpose deemed
suitable for the Airport, except that portion that is permitted hereby.
3.3. Nature of Permittor's Interest: It is expressly understood and agreed that
Permittor holds and operates the Airport, and the Premises under and subject to a grant and
conveyance thereof to Permittor from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
and recorded in Volume 2668 of Deeds, Page 386; and further that Permittor holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that the Permittee also accepts and will
hold and use this Operating Permit and the Premises subject thereto and to all contingencies,
risks, and eventualities of or arising out of the foregoing, and if this Operating Permit, its Term,
or any conditions or provisions of this Operating Permit are or become in conflict with or
impaired or defeated by any such legislation, rules, regulations, contingencies or risks, the
latter shall control and, if necessary, modify or supersede any provision of this Operating
Permit affected thereby, all without any liability on the part of, or recourse against, Permittor
in favor of Permittee, provided that Permittor does not exceed its authority under the
foregoing legislation, rules and regulations.
3.4. Future Development/Fundin�: Subject always to Permittee's rights under Section
2.2.1 of this Operating Permit, nothing contained in this Operating Permit shall operate or be
construed to prevent or hinder the future development, improvements, or operation of Airport
by Permittor, its agents, successors or assigns, or any department or agency of the State of
Washington or of the United States, or the consummation of any loan or grant of federal or
state funds in aid of the development, improvement, or operation of the Renton Municipal
Airport. But Permittor's exercise of such rights shall not unreasonably interfere with
Permittee's rights under this Operating Permit.
4. TERM OF LEASE, SUBLEASE AND OPERATING PERMIT
4.1. Sublease Term: The term of the sublease to Pro-Flight Aviation, Inc. is on a month-
to-month basis effective August 1, 2015.
4.2. Operatin� Permit Term:
4.2.1 Month-to-Month Tenancy: The Term of this Operating Permit is month-to-month.
The Operating Permit shall expire within 24 hours of the termination of the month-to-month
sublease between Renton Gateway Center and Pro-Flight Aviation, Inc.. In no event will the
Term of this Operating Permit be effective beyond July 31, 2020, so long as the sublease
remains a month-to-month sublease. Except, the Operating Permit Term may be extended
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City of Renton to Pro-Flight Aviation,Inc.
beyond July 31, 2020 upon Permittee's written request to Permittor no earlier than January 31,
2020, and no later than April 30, 2020.
4.2.2 Fixed-Term Tenancy: In the event Pro-Flight Aviation, Inc. and Renton Gateway
Center modify the term of their sublease to a fixed term,this Operating Permit is extended to
be in effect for the fixed term as modified between Renton Gateway Center LLC (Lessee) and
Pro-Flight Aviation, Inc. (Sublessee/Permittee). In no event will the term of this Operating
Permit and Agreement be extended beyond July 31, 2020. Except, the Operating Permit Term
may be extended beyond July 31, 2020 upon Permittee's written request to Permittor no
earlier than January 31, 2020, and no later than April 30, 2020.
4.2.3 Maximum Term: In no event will the Term of this Operating Permit be extended
beyond August 31, 2046.
5. RENTAL(for informational purposes only):
5.1. Rent on Lease: As rental for the premises described in LAG 09-006 and addenda
thereto, Lessee has agreed to pay Permittor$0.7252 per square foot per year on 136,846 total
ninety nine thousand two hundred forty dollars and seventy two cents ($99,240.72) per year or
a monthly rental in the sum of eight thousand two hundred seventy dollars and six cents
($8,270.06).These sums exclude leasehold excise tax collected by the Permittor.The Rental
amount set out herein is subject to Periodic Rental Adjustments as set out in Section 4.b. in
lease LAG 09-006.
5.2. Rent on Sublease: As rental for the premises described in Section 2, above, during
the term of this permit, Permittee has agreed to pay Lessee a monthly rental in the sum of
thirty three thousand dollars ($33,000.00) per year or a monthly rental in the sum of two
thousand seven hundred fifty dollars ($2,750.00) throughout the forty eight (48) month period
commencing on lanuary 1, 2016, which does not include leasehold excise tax. In the event
Lessee fails to pay the rent identified in Section 5.1. and any future rental rate increases,then
Permittee may, whether Permittee subleases all or part of Lessee's Airport leasehold interest
as described in LAG 09-006 and addenda thereto, pay said rent, when due. In the event
neither Lessee nor Permittee pay said rent, then the Permittor may terminate this permit with
ten (10) days' written notice.
5.3. Other Char�es: Permittee further agrees to pay, in addition to the rental specified
and other charges hereinabove defined, all fees and charges now in effect or hereafter levied
or established by Permittor, or its successors, or by any other governmental agency or
authority, being or becoming levied or charged against the premises, structures, business
operations, or activities conducted by or use made by Permittee of, on, and from the leased
premises which shall include, but not be limited to, all charges for tight, heat, gas, power,
garbage, water and other utilities, Aircraft Rescue and Fire Fighting services or services
rendered to said premises. In the event Lessee fails to pay the other charges identified in this
Section 5.3, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in lease LAG 09-006 and addenda thereto, pay said other
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charges, when due. In the event neither the Lessee nor the Permittee pay said other charges,
then the Permittor may terminate this permit with ten (10) days' notice.
5.4. Leasehold Excise Tax: In the event that the State of Washington or any other
governmental authority having jurisdiction thereover shall hereafter levy or impose any similar
tax or charge on the leasehold estate described herein, and Lessee fails to pay said tax or
charge, then Permittee may, whether Permittee subleases all or part of Lessee's Airport
leasehold interest as described in LAG 09-006 and addenda thereto, pay said tax or charge,
when due. Such tax or charge shall be in addition to the regular monthly rentals. In the event
neither Lessee nor Permittee pay said tax or charge, then the Permittor may terminate this
permit with ten (10) days' notice.
6. PAYMENT OF UTILITIES AND RELATED SERVICES:
6.1. Whether Permittee subleases all or part of Lessee's Airport leasehold interest as
described in LAG 09-006 and addenda thereto, if Lessee fails to pay such utilities and service
charges, then Permittee may pay all light, heat, gas, power, garbage, water, sewer and
janitorial service used in or on the Premises when due. In the event neither Lessee nor the
Permittee pay said utility or service charges, then the Permittor may terminate this permit with
ten (10) days' notice.
6.2. Permittor shall not be liable for any loss or damage caused by or resulting from any
variation, interruption, or failure of said utility services due to any cause whatsoever; and no
temporary interruption or failure of such services incident to the making of repairs, alterations
or improvements, or due to accident, strike, act of God, or conditions or events not under
Permittor's control, shall be deemed a breach of the Permit or as an eviction of Permittee, or
relieve Permittee from any of its obligations hereunder.
7. PERMITTEE'S ACCEPTANCE OF PREMISES:
7.1. Acceptance of Premises: By occupying the Premises, Permittee formally accepts
the same in AS IS condition, and acknowledges that the Permittor has complied with all the
requirements imposed upon it under the terms of this Permit with respect to the condition of
the Premises at the commencement of this term. Permittee hereby accepts the Premises
subject to all applicable zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Permit subject thereto and
to all matters disclosed thereby and by any exhibits attached hereto. Permittee acknowledges
that neither Permittor nor Permittor's agent has made any representation or warranty as to
the suitability of the Premises for the conduct of Permittee's business or use. Except as
otherwise provided herein, Permittor warrants Permittee's right to peaceably and quietly enjoy
the premises without any disturbance from Permittor, or others claiming by or through
Permittor.
8. PURPOSE AND USE:
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City of Renton to Pro-Flight Aviation,Inc.
8.1. Use of Premises: The Premises are leased to the Permittee for the following
described purposes as requested in the Permittee's airport lease and operating permit
application dated August 4, 2015, and Permittee's Business Plan, labelled Exhibit C, attached
hereto, incorporated by this reference, and relied upon by the City:
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 ProFlight
Avation's subleased 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.
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 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. Signs: No advertising matter or signs shall be at any time displayed on the
subleased premises or structures without the written approval of Permittor, which will not be
unreasonably withheld. One sign, or signs, of the type and dimensions specified by the Airport
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City of Renton to Pro-Flight Aviation,Inc.
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 which are incorporated herein by this reference, the
Federal Aviation Administration,the State Aeronautics Commission, or other duly constituted
governmental authority, all at Permittee's cost and expense.
8.6. Waste, Nuisance, Ille�al Activities: Permittee shall not permit any waste, damage,
or injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance
thereon, nor the use thereof for any illegal purposes or activities.
8.7. Increased Insurance Risk: Permittee shall not do or permit to be done in or about
the Premises anything which will be dangerous to life or limb, or which will increase any
insurance rates upon the Premises or other buildings and improvements at the Airport.
8.8. Aircraft Re�istration Compliance: The Permittee is hereby notified of the
Washington State law concerning aircraft registration and the requirement that the Permittee
comply therewith. See Title 47.68.250 RCW: Public Highways and Transportation.
9. HAZARDOUS SUBSTANCE USE:
9.1. Permittee's Representation and 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 afterations 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.
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9.3. Compliance Notification: In the event of non-compliance by Permittee, after
notice to Permittee and a reasonable opportunity for Permittee to effect such compliance,
Permittor may, but is not obligated to, enter upon the Premises and take such actions and
incur such costs and expenses to effect such compliance with laws as it deems advisable to
protect its interest in the Premises, provided, however that the Permittor shall not be
obligated to give Permittee notice and an opportunity to effect such compliance if(i) such
delay might result in material adverse harm to the Premises or the Airport, or (ii) an emergency
exists. Permittee shall reimburse Permittor for the full amount of all costs and expenses
incurred by Permittor in connection with such compliance activities and such obligation shall
continue even after expiration or termination of the Term. Permittee shall notify Permittor
immediately of any release of any Hazardous Substances in, on or under the Premises.
9.4. Indemnity:
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.
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9.4.3. The provisions of this Subsection 9.4 shall survive the expiration or sooner
termination of the Term. No subsequent modification or termination of this Operating Permit
by agreement of the parties or otherwise shall be construed to waive or to modify any
provisions of this Section unless the termination or modification agreement or other document
expressly so states in writing.
9.5. Dispute Resolution: In the event of any dispute between the parties concerning
whether any Hazardous Substances were brought onto the Premises by Permittee, or whether
any release of or disposition of any Hazardous Substance was caused by Permittee, the parties
agree to submit the dispute for resolution by arbitration upon demand by either party. Each
party shall select one (1) arbitrator. The two (2) selected arbitrators, if unable to agree within
a period of thirty(30) days after such appointment, as that term is defined in Section 9.5.1 of
this Operating Permit, shall select a third arbitrator. The arbitrators shall be environmental
consultants with experience in the identification and remediation of Hazardous Substances.
The arbitrators shall make their decision in writing within sixty (60) days after their
appointment, unless the time is extended by the agreement of the parties. The decision of a
majority of the arbitrators shall be final and binding upon the parties. Each party shall bear the
cost of the arbitrator named by it. The expenses of the third arbitrator shall be borne by the
parties equally.
9.5.1. Appointed Arbitrators: The two appointed arbitrators shall meet, and shall make
their decision in writing within thirty (30) days after the date of their appointment. If the
appointment date for either arbitrator is later than the other, the latter date shall be the
appointment date for purposes of the thirty(30) day deadline. If the two arbitrators are
unable to agree within a period of thirty (30) days after such appointment, they shall, within a
period of thirty (30) days after the first thirty(30) day period, select a third arbitrator. Is such
third arbitrator has not been 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
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City of Renton to Pro-Flight Aviation,Inc.
having been deposited upon the Premises from other areas. Permittee shall maintain in good
condition and repair the Premises, subject to ordinary wear and tear, including without
limitation,the interior and exterior walls, floors, roof, and ceilings, and any structural portions
of the Premises the exterior and interior portions of all doors, windows, glass, utility facilities,
plumbing and sewage facilities within the building or under the floor slab including free flow up
to the main sewer line, parking areas, landscaping, fixtures, heating, ventilating and air
conditioning, including exterior mechanical equipment, exterior utility facilities, and exterior
electrical equipment serving the Premises. Permittee shall make all repairs, replacements and
renewals, whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to
maintain the Premises in the condition required by this Section.
10.2. Removal of Snow/Floodwater/Mud: Permittee and/or Lessee shall be responsible
for removal of snow and/or floodwaters or mud deposited there from the Premises and those
areas of the sublease utilized by the Permittee, with the disposition thereof to be
accomplished in such a manner so as to not interfere with or increase the maintenance
activities of Permittor upon the public areas of the Airport.
10.3. Permittor Mav Perform Maintenance: If Permittee fails to perform Permittee's
obligations under this section, Permittor may at its option (but shall not be required to) enter
the Premises, after thirty(30) days' prior written notice to Permittee, and put the same in good
order, condition and repair, and the cost thereof together with interest thereon at the rate of
twelve (12%) percent per annum shall become due within thirty(30) days of the date of the
Permittor's invoice to the Permittee.
11. ALTERATIONS:
11.1. Protection from Liens: Before commencing any work relating to alterations,
additions and improvements affecting the Premises ("Work"), Permittee shall notify Permittor
in writing of the expected date of commencement of the Work. Permittee shall pay, or cause
to be paid, all costs of labor, services and/or materials supplied in connection with any Work.
Permittee shall keep the Premises free and clear of all mechanics' and materialmen's liens and
other liens resulting from any Work. Permittee shall have the right to contest the correctness
or validity of any such lien if, immediately on demand by Permittor, it procures and records a
lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy
statutory requirements therefore in the State of Washington. Permittee shall promptly pay or
cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any
execution is issued with respect to any judgment obtained by the claimant in its suit or before
such judgment becomes a lien on the Premises,whichever is earlier. If Permittee shall be in
default under this Section, by failing to provide security for or satisfaction of any mechanic's or
liens,then Permittor may, at its option, in addition to any other rights or remedies it may have,
discharge said lien by(i) paying the claimant an amount sufficient to settle and discharge the
claim, (ii) procuring and recording a lien release bond, or(iii)taking such other action as
Permittor shall deem necessary or advisable, and, in any such event, Permittee shall pay, on
Permittor's demand, all reasonable costs (including reasonable attorney fees) incurred by
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City of Renton to Pro-Flight Aviation,Inc.
Permittor in settling and discharging such lien together with interest thereon at the rate of
twelve (12%) percent per year from the date of Permittor's payment of said costs. Permittor's
payment of such costs shall not waive any default of Permittee under this Section.
11.2. Bond: At any time Permittee either desires to or is required to make any repairs,
alterations, additions, improvements or utility installation thereon, or otherwise, Permittor
may at its sole option require Permittee, at Permittee's sole cost and expense, to obtain and
provide to Permittor a lien and completion bond in an amount equal to one and one-half(1-
1/2)times the estimated cost of such improvements, to insure Permittor against liability for
mechanics and materialmen's liens and to insure completion of the work.
11.3. Permittor May Make Improvements: Permittee agrees that Permittor may, at its
option and at its expense, make repairs, alterations or improvements which Permittor may
deem necessary or advisable for the preservation, safety, or improvement of utilities or Airport
infrastructure on the Premises, if any. Permittor shall provide thirty (30) days' advance notice
of any such work and use reasonable efforts to not interfere with Permittee's use of the
Premises during any such work.
11.4 Improvements: As further consideration for this Operating Permit, it is agreed
that upon the expiration or sooner termination of the Term, all structures and any and all
improvements of any character whatsoever installed on the Premises by Permittee, shall be
and become the property of the Permittor, and title thereto shall 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 sublease will be approved,the proposed assignee or sub-Permittee must comply
with provisions of the then current Airport Leasing Policies, including, but not limited to the
"Analysis of Tenant's Financial Capacity," independent of Permittee's compliance or Financial
Capacity. Consent shall not be unreasonably withheld, conditioned, or delayed.
OPERATING PERMIT �1
City of Renton to Pro-Flight Aviation,Inc.
In the case of an assignment of the full leasehold interest and/or complete sale of the stock or
other interests in the entity constituting Permittee and concomitant transfer of ownership of
said entity, (a) in the case of an assignment, the proposed assignee shall deliver to Permittor a
written instrument duly executed by the proposed assignee stating that it has examined this
Operating Permit and agrees to assume, be bound by and perform all of Permittee's
obligations under this Operating Permit accruing after the date of such assignment, to the
same extent as if it were the original Permittee, and (b) in the case of a stock transfer,
Transferee shall deliver a written acknowledgment that it shall continue to be bound by all the
provisions of this Operating Permit after the transfer. Except in the case of an assignment of
the full leasehold interest, any assignment permitted herein will not relieve Permittee of its
duty to perform all the obligations set out in this Operating Permit or addenda hereto. In no
event will the assignment of the full leasehold interest or the complete sale of the stock or
other interests in the entity constituting Permittee and concomitant transfer of ownership of
said entity cause an extension of the Term of this Operating Permit.
12.2. Permitted Sublettin�: Permittee may sublet portions of the Premises for the
purpose of aircraft hangar storage without Permittor's prior written consent, on a month-to-
month or longer basis (but not longer than the Term), provided that Permittor is informed on
at least an annual basis, in writing, of the name of the subtenant(s), the purpose of the
sublease, the amount of the rental charged, and the type of aircraft stored (make, model and
registration number). Additionally, such information shall be disclosed upon request by
Permittor.}
12.3. Conditions to Assi�nment or Sublease: Permittee agrees that any instrument by
which Permittee assigns or sublets all or any portion of the Premises shall (i) incorporate this
Operating Permit by reference, (ii) expressly provide that the assignee or subtenant may not
further assign or sublet the assigned or sublet space without Permittor's prior written consent
(which consent shall not be unreasonably withheld, conditioned, or delayed), (iii) acknowledge
that the assignee or subtenant will not violate the provisions of this Operating Permit, and (iv)
in the case of any assignment, acknowledge that Permittor may enforce the provisions of this
Operating Permit directly against such assignee.
12.4. Documentation: No permitted subletting by Permittee shall be effective until
there has been delivered to Permittor a copy of the sublease and an executed Operating
Permit and Agreement in which the subtenant agrees not to violate and to act in conformity
with the terms and provisions of this Operating Permit; provided that no Operating Permit shall
be required for the subletting of hangar or tie-down space for aircraft storage purposes. No
permitted assignment shall be effective unless and until there has been delivered to Permittor
a counterpart of the assignment in which the assignee assumes all of Permittee's obligations
under this Operating Permit arising on or after the date of the assignment.
12.5 No Release of Permittee's Liabilitv: Neither an assignment nor subletting shall be
deemed a waiver of any of the provisions of this Section or release Permittee from its
obligation to comply with the terms and provisions of this Operating Permit and Permittee
OPERATING PERMIT 12
City of Renton to Pro-Flight Aviation,Inc.
shall remain fully and primarily liable for all of Permittee's obligations under this Operating
Permit, unless Permittor otherwise agrees in writing. Notwithstanding the foregoing, in the
event that Permittor's consent to assignment is obtained for a complete assignment and
Assignee agrees in writing to assume all of the obligations and liabilities of this Operating
Permit accruing after such assignment, Permittee shall be relieved of all liability arising from
this Operating Permit and arising out of any act, occurrence or omission occurring after
Permittor's consent is obtained. To the extent that any claim for which indemnification of the
Permittor (including with respect to Hazardous Substance) arises after Permitte's complete
assignment for conduct predating said assignment, the Permittee shall not be relieved of
obligations or liability arising from this Operating Permit.
12.6. No Merger: 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 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.
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.
OPERATING PERMIT 13
City of Renton to Pro-Flight Aviation,Inc.
13.1.4. Failure to Comply With Laws: It shall be a default of this Permit if the Permittee
fails to compiy 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 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 Operatin� 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
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
OPERATING PERMIT 14
City of Renton to Pro-Flight Aviation,Inc.
in addition to or in lieu of the foregoing as may be permitted from time to time by appticable
state law. The amounts referenced in this Section shall accrue interest at 12% per annum.
14. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as
set forth herein, all of the terms, conditions, and provisions of this Permit shall be binding upon
the parties, their successors and assigns, and in the case of a Permittee who is a natural
person, his or her personal representative and heirs.
15. CONDEMNATION: If the whole or any substantial part of the Premises shall be
condemned or taken by Permittor or any county, state, or federal authority for any purpose,
then the Term shall cease as to the part so taken from the day the possession of that part shall
be required for any purpose. From that day the Permittee shall have the right to either cancel
this Operating Permit and declare the same null and void, or to continue in the possession of
the remainder of the same under the terms herein provided. All damages awarded for such
taking for any public purpose shall belong to and be the property of the Permittor, whether
such damage shall be awarded as compensation for the diminution in value to the leasehold,
or to the fee of the Premises herein leased. Damages awarded for the taking of Permittee's
improvements located on the Premises shall belong to and be awarded to Permittee.
16. RIGHT OF INSPECTION: Permittee will allow Permittor, or Permittor's agent, free
access to the Premises at all reasonable and mutually agreeable times for the purpose of
inspection, or for making repairs, additions or alterations to the Premises, or any property
owned by or under the control of Permittor.
17. SURRENDER OF PREMISES: Permittee shall quit and surrender the premises at the
end of the term in a condition as good as the reasonable use thereof would permit, normal
wear and tear excepted. Alterations, additions or improvements which may be made by either
of the parties hereto on the Premises, except movable office furniture or trade fixtures put in
at the expense of Permittee, shall be and remain the property of the Permittor and shall
remain on and be surrendered with the Premises as a part thereof at the termination of this
permit without hindrance, molestation, or injury. Permittee shall repair at its sole expense any
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 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.
OPERATING PERMIT 15
City of Renton to Pro-Flight Aviation,Inc.
18.2. Liabilitv Insurance. The Permittee agrees to maintain in force during the term of
this Permit commercial general liability insurance written by an admitted company authorized
to do business in the State of Washington against any liability arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. The limits of
liability shall be in an amount of not less than $1,000,000.00 per occurrence, $2,000,000
aggregate. The limits of said insurance shall not, however, limit the liability of Permittee
hereunder. The insurance policy include a Landlord's Protective Liability endorsement attached
thereto.
18.3. Insurance Policies: Insurance required hereunder shall be written in companies
acceptable to Permittor. Permittor reserves the right to establish and, from time-to-time, to
increase minimum insurance coverage amounts. Notice of increased insurance requirements
shall be sent to the Permittee at least forty (45) days prior to the annual renewal date of the
Permittee's insurance. Prior to possession, the Permittee shall deliver to Permittor copies of
policies of such insurance acquired by Permittee, or certificates evidencing the existence and
amounts of such insurance, with loss payable clauses satisfactory to Permittor. Permittor shall
be named as an additional insured with that coverage being primary and non-contributory to
any other insurance coverage available to the City. The Permittee shall provide the City with
written notice of any policy cancellation, within two business days of their receipt of such
notice.
18.4. Insurance Maintained Throu�hout Term: Permittee shall not do or permit to be
done anything which shall invalidate the insurance policies referred to above. Permittee shall
forthwith, upon Permittor's demand, reimburse Permittor for any additional premiums
attributable to any act or omission or operation of Permittee causing such increase in the cost
of insurance. If the Permittee shall fail to procure and maintain said insurance the Permittor
may, but shall not be required to, procure and maintain the same, but at the expense of
Permittee.
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.
OPERATING PERMIT �6
City of Renton to Pro-Flight Aviation,Inc.
20. INDEMNITY: Permittee covenants to defend, indemnify and save harmless
Permittor against any and all claims arising from (a) the conduct and management of or from
any work or thing whatsoever done in or about the Premises or the improvements or
equipment thereon during the Operating Permit term, or(b) arising from any act or negligence
of the Permittee or any of its agents, contractors, patrons, customers, or employees, or
invitees, or (c) arising from any accident, injury, or damage whatsoever, however caused,to
any person or persons, or to the property of any person, persons, corporation or other entity
occurring during the Operating Permit term on, in, or about the Premises, and from and
against all costs, attorney's fees, expenses, and liabilities incurred in or from any such claims or
any action or proceeding brought against the Permittor by reason of any such claim,except
such claims arising directly or indirectly out of Permittor's sole act or omission. Permittee, on
notice from Permittor, shall resist or defend such action or proceeding forthwith with counsel
reasonably satisfactory to, and approval by Permittor.
21. HOLDING OVER: Permittee understands that upon expiration of the term of this
permit, Permittee must execute a new permit with the Permittor as a condition to remaining
on the premises. Permittee further understands that if, without execution of any extension or
renewal of this permit, Permittee should remain in possession of the premises after expiration
or termination of the term of this permit, notwithstanding any extension of its sublease with
Lessee,then the Lessee shall be in default of its lease, LAG 09-006 and Permittor may evict the
Lessee and the Permittee. All the conditions, terms and provisions of this permit shall be
applicable during such holding over.
22. NO WAIVER: It is further covenanted and agreed between the parties hereto that
no waiver by Permittor of a breach by Permittee of any covenant, agreement, stipulation, or
condition of this Operating Permit shall be construed to be a waiver of any succeeding breach
of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant
agreement, stipulation, or condition.
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: Pro-Flight Aviation, Inc.
Attention: Diane Paholke
750 West Perimeter Road, Unit 1
OPERATING PERMIT 1�
City of Renton to Pro-Flight Aviation,Inc.
Renton, WA 98057
24. DISCRIMINATION PROHIBITED:
24.1. Discrimination Prohibited: Permittee covenants and agrees not to discriminate
against any person or class of persons by reason of race, color, creed, sex, national origin, or
any other class of person protected by Federal or State law or the Renton City Code, in the use
of any of its facilities provided for the public in the Airport. Permittee further agrees to furnish
services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge
on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided
that Permittee may make reasonable and non-discriminatory discounts, rebates, or other
similar types of price reductions to volume purchasers.
24.2. Minority Business Enterprise Policv: It is the policy of the Department of
Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the
maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5.
Consequently, this Operating Permit is subject to 49 C.F.R. Part 23, as applicable. No person
shall be excluded from participation in, denied the benefits of or otherwise discriminated
against in connection with the award and performance of any contract, including Operating
Permits covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex.
24.3. Application to Subleases: Subject to the provisions of Section 12 of this Permit,
Permittee agrees that it will include the above clause in all assignments of this Operating
Permit or subleases, and cause its assignee(s) and sub-lessee(s) to similarly include the above
clause in further assignments or subleases.
25. FORCE MAJEURE: In the event that either party hereto shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of
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.
OPERATING PERMIT �g
City of Renton to Pro-Flight Aviation,Inc.
27. ATTORNEYS' FEES AND COSTS: COLLECTION COSTS: If either party brings any action
for relief against the other party, declaratory or otherwise, arising out of this Operating Permit,
including any action by Permittor for the recovery of Rent or possession of the Premises, the
prevailing party shall be entitled to reasonable attorneys' fees and costs of litigation as
established by the court. If the matter is not litigated or resolved through a lawsuit, then any
attorneys' fees for collection of past-due rent or enforcement of any right of Permittor or duty
of Permittee hereunder shall entitle Permittor to recover, in addition to any late payment
charge, any costs of collection or enforcement, including reasonable attorney's fees. For the
purposes of this Section 27, attorney's fees shall include a reasonable rate for attorney's
employed by the City.
28. EMERGENCY RESPONSE: Permittee must provide to the Airport Manager
reasonable access and response in times of emergency or urgency. The Permittee is wholly
responsible to keep an up-to-date listing of aircraft types, identification, and owners on file and
at the Airport Manager's office.
29. DEFINITIONS: As used in this Operating Permit, the following words and phrases,
whether or not capitalized, shall have the following meanings:
"Additional Rent" means any charges or monetary sums to be paid by Permittee to
Permittor under the provisions of this Operating Permit other than Minimum Monthly Rent.
"Authorized representatives" means any officer, agent, employee, independent
contractor or invitee of either party.
"Environmental Laws and Requirements" means any and all federal, state, local laws,
statutes, ordinances, rules, regulations and/or common law relating to environmental
protection, contamination, the release, generation, production, transport, treatment,
processing, use, disposal, or storage of Hazardous Substances, worker health or safety or
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;
OPERATING PERMIT 19
City of Renton to Pro-Flight Aviation,Inc.
(iii)volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous
substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §
1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004
of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. §
6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §
9601 et seq. (42 U.S.C. § 9601); or (ix) designated as a "hazardous substance" pursuant to the
Washington Model Toxics Control Act, RCW 70.105D.010 et seq.
"Parties" means Permittor and Permittee.
"Person" means one or more human beings, or legal entities or other artificial persons,
including without limitation, partnerships, corporations, trusts, estates, associations and any
combination of human beings and legal entities.
"Rent" means Minimum Monthly Rent, as adjusted from time to time under a Lease,
and Additional Rent.
30. GENERAL PROVISIONS:
30.1. Entire A�reement: This Operating Permit sets forth the entire agreement of the
parties as to the subject matter hereof and supersedes all prior discussions and understandings
between them.This Operating Permit may not be amended or rescinded in any manner except
by an instrument in writing signed by a duly authorized officer or representative of each party
hereto. In the event of a conflict between the terms of this Permit and the sublease
agreement between Permittee and Lessee, the terms of this Permit supersede.
30.2. EXEMPTION OF PERMITTOR FROM LIABILITY: Permittor or Permittor's agents
shall not be liable for injury to persons or to Permittee's business or loss of income therefrom
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.
OPERATTNG PERMIT 20
City of Renton to Pro-Flight Aviation,Inc.
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 fuli 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. Assignee as Permittee: The term "Permittee" shall be deemed to include the
assignee where there is a full assignment of the Operating Permit.
30.9. Effectiveness: This Operating Permit shall not be binding or effective until
properly executed and delivered by Permittor and Permittee.
30.10. Gender and Number: As used in this Operating Permit, the masculine shall
include the feminine and neuter, the feminine shall include the masculine and neuter, the
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.
OPERATING PERMIT ZI
City of Renton to Pro-Flight Aviation,Inc.
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.
PERMITTEE: PERMITTOR:
PRO-FLIGHT AVIATION, INC. THE CITY OF RENTON
a Washington corporation a hington municipal
cor o tion
� �, �c.-�l'��.
gy '��i�! �� J, /4 f/L7L-�E Denis Law
its: Owne President Mayor
Date: � � � � Date:
ATTES .
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�� G R���y�% B L
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�� � .SC �2% Jason S th, 'ty I rk
�` .�/ � Date: �
�- �AZ ��
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Approv s to legal form:
OPERATING PERMIT 22
City of Renton to Pro-Flight Aviation,Inc.
Larry Warren, City Attorney
OPERATING PERMIT 23
City of Renton to Pro-Flight Aviation,Inc.
STATE qF WASHINGTON )
: ss.
COUNTY OF_,��r }
1 certify that I knaw or have satisfactary evidence that /�i.�,cr"�- ��„1 ��{6,�the
persan wha appeared befpre me,and sJhe acknawiedged that sJhe signed this instrument,an oath
stated t at s(he was authorized ta execute the instrument and acknowiedged it as the
i_1��,��.r� af d�t2� !-�.�`'<�- %d�,�i-i,��.t` a (�,�s.cii.,4�;x.� Ca��'ta be the free
and voluntary act of such �'�a��,v��- for the uses and purposes mentioned in the
instrument.
��
Dated this /� ` day of__ ,.4�'/d..�-�/�� 201�
"`"'"""""'""_.. l�� � �
����W. t)RPHAty ` � ature of Notary]
8TA1'E OF Wqgyq,��370N
MQTARY PU8l.tC Y,c-o,Re,� ,�-1 ,,�i�'/-�,<�',�,�'
�CaMM�SS1tyN EXPIRES [Print Name of Notary]
�"��"�� Notary Public in and for the State of
Washington, residing at �'�..t-�-�.�c=
My commissian expires: �/d��, /��l' .
STATE OF WASNINGTON }
: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 sf he signed this instrument, an 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 Natary)
[Print Name of Notary]
Notary Pubiic in anc4 far the State of
Washingtan,residing at
My commissian expires:
OPERATTNG PERMIT 24
City of Renton to Pro-Flight Aviation,Inc.
STATE OF WASHINGTON )
:ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument,on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of , a ,to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of , 201_.
[Signature of Notary]
[Print Name of Notary)
Notary Public in and for the State of
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
.ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and s/he acknowledged that s/he signed this instrument,on oath
stated that s/he was authorized to execute the instrument and acknowledged it as the
of , a ,to be the free
and voluntary act of such for the uses and purposes mentioned in the
instrument.
Dated this day of , 201_.
[Signature of Notary]
[Print Name of NotaryJ
Notary Public in and for the State of
Washington,residing at
My commission expires:
OPERATING PERMIT 25
City of Renton to Pro-Flight Aviation,Inc.
EXHIBIT A
Sublease Map
OPERATING PERMIT 26
City of Renton to Pro-Flight Aviation,Inc.
� � ����� � �
r
LEASE AGREEMENT
Tripie Net{lVI�1N) lease
PARTIES
!. This aareement is entered into by eacl�of the follawin�parties.
Lessor: Renton Gatewa}�Center. LLC. � r�• t� Q Rn�
7�0 W. Perimeter Rd Unit�#1 � <`� LS V
Renton. WA 98Q�7
�rjry ; � '��?t,
l.essee: Pro Fli�.ht, Inc. ± ' �' '.'
C�O Diane az�d Lemie PaholS�e
750 W.Perimeter Rd Unit�1 �e�
Renton, Wa 9805� 516�V P'�iime�ot�t, rut A
�,c�,wA 9sass
1-!le sin�ular terms'Lessar'and'Lessee'as used beIow shall inciude aach person or ather legat
entit�J identified as such in this para�raph. Each Lessnr and Lessee agrees to be bound�y the
iallowing terms and conditions. .
PREMISES
- ?.0 Lessor hereby leases to Lessee thase premisss described in�xhibit'A'hereto,commanly
knou�n as: 750 W. Perimeter Rd,Rentan,WA 98U57
Approximate size: 9,400 Sq Ft plus or minus
Total building size: 3I,Oa0 Sq Ft
Lessee's pro-rata share: 3t�.32°�o
CGtNDITi4NS
3.0 The obligations af this lea.5e are conditioned upon: (!)obtainment af approv�l of intended
use by each applicab)e governmentat er�tity without conditians deemed unacceptable tct Lesst�r in
its saie discretion, This approval sha!! b�abiained no later than:lulylst,2011.'J'l�is lease is also
subject to the terms,conditiQns and rule of aperaiion of the tease that r.vas executed by and
bet�veen Renton Gateway Center, LLC and City of Rentan for the Land on which the han�ars
have been erected_The Lessee's of this tease a�ree to compiy with att of the terms and
conflitions of this tand lease agreemeni.
TE�2M
3.1 T'he term of this lease is 48 mc�nchs.commeacing on Juty 7,20t 1 and ending 3uty 31,20I�.
unless sooner terrninated pursuant to any pravisian set Eorth below.
3.2 I#'for any reason INessor cannoi deliver passessior+o�'tbe premises ta Lessee nn th�
cammencemeni date,sUch Fai[uce shall noi b��leemed to be a breaclx ofdury,in contract or in
tt�rt,ofthe Lessor,shail not render Lessor liable for damages ofany nature whatsaever, and shali
, not aftect the�aIidit!4� of this Iease or reiease i.essee Crocn any obti�atian containerl herein, In
x _---------
�
>
4, such case,the cammencement and ternvnation dates set forth in this paragraph shali be e;ctended
for a persod equal to the periad of detay,which shati end when Lessor ienders possession of the
premises ta Lessee. Lessee shall not be obligated to pay rent to Lessor during that periad of
- defa}�,ar�d if the dela}�cantinues for ia��ger than ninety(40}days frarn the ariginal
� comrnencement date,I,essee sl�ali have the option to declare this lease canceled. Such optian
� shall be exercised by�;�ving written notice of canceilatian to Lessor tivithin ten(10�days afrer the
� ninety day period has rt2n. If it is nat so exercised within that time,Lessor shall have an
; addiEianat ninety days to deliver gossession undzr the conditions set farth in#his para;�raph.
p
3.3 Force Majeure: Neither party sha[I be held liable far any delay ar failure in performance af
� any part ofthis Lease arising out of or resuiting frorn any cause beyond its control and without
� its fautt or neg}igence includin�,w-ithout Iimitatian,�cts of God,acts or omissions of civii or
� military a�rthority,gavemmertt regula€ir�ns,embargoes,epiciemies,war,terrorists acts,ric�is,civii
cc�mn�otion ar civil uprisings,insurrections.earthqual:es,floads,pawer blackouts ar�d ather
; caused beyand a party"s contro�,whether or not simiIar to t�te foregoing cflnditic�ns.
�
! 3.4 [f Lessee occugics the pcemises prior to the original Comm�ncement Date,suc�h occupancy
� will be subject to the provisians of this lease And shall not advance the term%nation date,nor alter
? th�anniversary date. Lessee sha11 pay rent For such pccupancy prt�rata at the rate set forth belocv;
I
, 3.� C7ptians to Renew. Pro-Fli�ht Aviatian, Inc. may renew this iease on a month to manth
basis. Any r�newais tl�at are not manth to manth will be for periad determined by Lessee,and
w-ill be in accardancz wiih initial tease policies. Lessee will nptify I.essor within 90 days prior ta
(case iermi�ation daie. I,essor�vilt 11ave this option far ihe duration of Lessor owzxing#he
buildin�/siructure_
3.G Lesse�nyay decrease size af leased gremises during l�ase term. i,,essee will notify Lessar
with a mir�imum of a 3Q day written notice. Annual Base Rent will be decreased aceord"tng�y to
square foota�,e decrease. Lessee may cancel leas�with a 34 day notice.
RENT
4.0 Annual Base Rent for FB�acnount: $33,000.00(7hirty-three-thousar►d dollars.)
Annual Base Rent for Hanger A and B amount: $0.00(zero d�liars,)
=#.1 Base Rent and CPI Adjustnlent: Lessee s6a11 pay ta Lessar ai the address se#farth above,or
to such other partics or pIace as Lessar n�ay otherwise design�te in writing,the sum of$2,750.{lt}
(Tti��crthousand-seven-h�rtdred-�ft}�da!lars}in Uniied States dollars per rnonth,p�yable in
advance an the�rst day af each rnonth durin�tlic first year of the term hereaf{the'base rent').
Un each anniversary of the commencement date,the base rent shall be increased by an amaunt `
equai to the previous year's rent multiplied by the percentage increase in the Cansumer Price j
Indea.and this surzt shail become the basc rent for subsequent adjustrnents. The basis for ,
computin�any sucli increase shai[be United States Department a#'I.abor S#atistics Consumer
Price Index for'A!1 West'which is published far the period nearest each anniversary. tt'that �
lndex for that periotl st�ows an increase,the rent shall be inereased in an amt�unt eq�al to the ;
�
index increase. I#�titere is no increase in tlie Index,the rent sha3l remain the same as in the
previdus year, If the specified Inde�is discontinued ar revised,such other govcrnmental index
ar camputatiQn which replaces the specified index shafl be used so as ta abtain substantially the
samz resalt as if the specified index had not been discontinued or revised.
4.� ['roration. If the cc�mmencement date is c�n any ather than the first day of a month,the first
rnonth`s rent shall be the base rent divided by the nurnber oFdays in that month that Lessee
accugies the prernises. Such prorated amount shall be payable on the first day of occupancy.
4.; Waiver of Right to Setoff: Each payment obli;ation of Lessee under this tease is
independent of any duty created by contract or arising by operation of 1aw that is owed ta Lessee
by Lessor,other than those duties af Lessor specified in this agreement. Lessee hereby waives
any right of equitable setoff it may have or claim to have against I.essor nt�w t�r in the futurc,and
agrees that each payment obfi�ation will be tin�ely �»t notwiths€anding the existcnce ofany
independent claim Lessee m�ty have against Lessor.
COMMON AREAS
5_0 Comrnon areas inclut#e parkir►�,area�,entrances.and exits theretq are the responsibility ol'
the I.essor,and Lessor shall;during d1e term of this lease.maintain all of the areas designated as
'comman areas'in such a manner and at such a cost as the I.essor in their sole judgment may
reasonab[y deterrnine. Lessor reserves the right, from time to time,to reasanably aiter said
comman area and ta exercise controi and manabcment ofthe comman areas and to eslablisEt,
modif��,change and enforce such reasozlabte nites and regulations as Lessor in its discretion may
decm desirabie.
5.1 i.,�ssee agrees ta aE�ide by and canforn� so sucl�rules and regulations astd shall he
responsi6le for tlze compliarlce with sart�e by its employees,agents,cuslomers and i�rvitees. The
failur�af Lessor to enfarce anv such rule,s and regulations against Lessee nr any other tenant
shall nat be deemed to be a Lvaiver of same,and shall not prevent enforcement of th�samc ar
other ruies ar re�ulations by [.essor against this L,essee c�r others.
�.2 Lessor shall have the right ta close a1[ or any portion ofthe cammon areas a�such times anci
for such periods as may, in the apinion of Lessor,be necessary to prevent a d�dication thereof,or
to preserve the status thereof as privat�property,or to prevenE the accrua{ of any rigl�cs in any
person;and I.,essar ma}�also clase said cotnrrton areas far purp4ses c�f maintenar�ce and repair as
znay be required fron� time ta tirrte. Such clasure shall nat be deemed an evictian,and Lessor
shall nat be liable to 4..�sseE for an}� loss resulting therefrom.
MAINTENANCE AND EtEPA[RS
6.4 The premises, including alI fixtures and appurtenances,shalt ati th�inception of the lease
teml be in the con�guratian and condition as specified in thc ptans and speciftcations far tenant
impravements. Lessor shall have the obligation to mainiain anri keep the roof and buildin�,
exteriar in�ood repair, and responsible for hailding stractural,electr�cal,and rnechanical.
Lessee shall be responsible for interior maintenance. liehting,and hangar daor. Lessee sha!!
. ; "
� 4
� '
pern�it na��aste,damagc or injury to the pren�ises.anrl shall be solely responsible for repairs to
an�=part af the pr�mises damabed as r�sutt of actions of the Lessee andlor its invitees. Shouid
Lessee b�respansible far damages,thase ciamages shall be repaired by Lessor and I,essee shalL
' �ramptl}�reimbursc Lessar.
�
; 6.l Prernises shall at al! times kre kept and used in accc�rdance with all laws,ordinances,
dir�ction�,rules and re�iaticrns of the health officers, F'ire Marshall,building inspectors,and
; other proper officials aIl at t}ze soie cost and expense of Lessee.
,
- UTILITtES AND SERV.[C�S
� 7.0 I.essee shall pay iLs owt7 separately metered electric service. Gas,waier, sewer,and garbage
remc�val scrvices wilt be deterniined based on triple uet char�es that are pro-rated t4 the buildirtg.
' (See Sectian 7.4 c�f this iease},
! 7.1 C�essee is ta pay for a!! ather public utilities not specifically slated herein which shall be
' used in,or cl�ar�ed against, the leased pretnises as a result of Lessce's occupancy during the term
of this lease. Lessor shall not be liable for any injury or damages suffered as a result of the
intcrruption of any utility services by fire or ather casualty,strike,riot,rrandalisrn,the mat:ing of
necessary repairs or improvements,or any other cause beya�id Lessor's control.
7.?Ail license or pc:rmit fe�s,business and occupation ta�tes,aztd any other ta�ces and fees
appEicable to property af Lessee or business conducted on ihe premises presen#�y in affect,oc
� subseq�ently levied by Federal, State or Local governments,or any palitical subdivision thereaf
sllalt be tl7e rc�ponsibility ofthe Lessee. When possible,I.essee shall cause its trade fixtures,
furnishin�s_equigment and all af its other persc�nal pro;aerty ta be assessed and bitlled separalely
tcoa�ilze rea!property. Less�E shall pa}�Lessor the taxes attributable to such Lessee's property
within teu(10)days after tht receipi of a�tirrit�en sta�ement settin�forth the taxes applicable to
Lessee's property.
�.3 Si�ould there presentiy 6e in effect,or should there be enacted during the term of tiiis lease
any ta�v,statute,or ordinance fevying any tax ather than Federal,State or City income taxes
directly qr indirectty in whole or in part upon rents or the income fram rea!esiate ar renfal
pra�erty,ar increasiilg an}°such iai,Lessee shali reimbt�rse Lesst�r tttonthly as additional renT at
ih�same lime aS nlinii'num r�nial payments are due hereus�der for the act�tal amc�unt of such
taxes paid.
7.4'1'his is a[riple net lease. Lessor shali pay buitding and cornmon area expenses,and charge
i,essee its pro-r�ata share af same.This will include,but nat litnited to,btuldin�insurance,
outside maintenance and landscaping,management fecs,a.nd garbage. These common azea
cl�ar�es shatl be approximately$I.53 (one-dollar-fifty-three cents}per square faat of rentabie ,
area f'qr the first}°ear,and shall be adjusted aru�uatly thereafter as per actual casts.This
abligation is over and abave the t�ase r�nt amount due,and shall be payabl�to i,essor at Ehe samc
time that montl�ly rent payments are due.
Les�ee atso covenants and a�rees to pay far its own tele�hone,utitit�es,janitorial and interior �
i
:
maintenance,inciuding ceiting, floors,electrieal artd ptumbing syst�ms.
INSPECTiC}N OF PREMISES
$.4 Lessee agrees that full opportunity has bten given for inspection of the premises for
purposes of ascerkaining suitabitity for Lessee's intended use and the physical condition of tt�em,
and khat accept�nce o1'possessinn is on an'as is'basis,unless oth�nvise agreed in writing,except
' for any imprpvements lisled in Additionai Frpvisions,betaw.
' USE OF PREMISES
9.0 Lessee shall use the premises only for Aircraft Mainten2�z�ce, FIS�,I1t SC110oI,Fixed Base
dperation,t�ircraft Rental,Flight Stare, �'uet Services,Aviation Services,Car Rental,Cancier�c:
Services,Aicerafc Stora�e, EIi�2t D�j}Si�tTl£t12 SCtt'IC£S,and any other use as Lessor ma}'aPFrove
in writing.T'his use shall be a permitted use under all applicable laws3 ordinances,and
�overnmental ar municipat re�ulations,and shalf noi mal:e or perniit any use of the premises
which ma}�be dan�erous t4 life�limb,or property or tivhich increases ihe premium cost or
invalidates any policy or insurance coverin�or carried on ihe premises,the building or its
contents. i.essee sha11 not obstruct the common areas or use them fr�r business or display
purp�ses. Lessee shall nat make any noise or permit any odar ta ernii from the premises which
is ahjectionable to the pubIic,to the other tenants,ar to Lessor.
9.i Lessee shail p�rmit no lien or at[�er encumbrance itt attach ta the preniises. In the event that
any lien or other encumbrance should attach to the premises because af Lessee's actions or
inaction,or tltai of its an�eni,errtpioyees or invitees, Lessee sball immediately satisfy ihe same,
acrd shall defend,irademnify and l�old Lessor hannless for the same and for any darnages,costs
and attorney's fees Lessar may realize therefrom. Liens or encumbrances due ta Pro-Flight
Aviation,lnc.'s ownershi}� interest in Renton Gateway Center,LI,C is exempt from paragraph
9.1 of this lease.
ALTERATIONS
1 Q.0 Lessee�.vill not rnake alterations,or additions to,the ieased premises without priar appmval
of the Lessar. AII atterations shall comp[y with city and/or state building cades. Lessar approval
shatl noc be unreasonably withheld.
INDEMNtFICATI4N
l i.0 Th�Lessor and its empioyees,and agents shall n�ot be lisble for any inj ury to any persons or
far damagc to any prc�g�rty,regardless af haw such injury or damage may be caused,as a result
of the candition of,or in any way related to the Premises,the u�e of the Pre��tises ar the
operatians c�f L.essee in.on or about the Premises by Lessee or ofhers.Lessee shalt indemnify,
defend and hold harmless Lessor and its acents,and employees,from and a�ainst ail ciaim,
Iiabilities,losses,dama�es and expenses(inetuding actorney fees and cost}for injury to or death
of any person or ioss of or dama�e ta property in our upan said Prernises or arising out oF or
retating to Lessee's operations thereon,and including the person and property of f..essee,its
employees,agents, invitees,(icense�s ar 4thers,hawevsr caused,it being understood and agreed
. ,
that all praperty kept,stored or maintained in or upon the Premises shal(be at the risk of Lessee.
!t.I The for�gqzn� immunity is specifically intended to constitute a w�iver of Lessee's
ini�i�unity under the EVashingitin Industrial It]surance Act,RCW Ticle 51,#o the extent necessary
to prnvide Lessor with a fu!!and c+�mplete indemnity from claims rnade by L�ssee and its
employees.The foregoing shall be in addition to I.essee's obligation to supply fhe insurance as
required herein and nat in dischar�e of or substitution for same.
11,2 Lessor and Lessee agree tt�at Lessee's recourse a�;aii�st[.essor for any obligations of Lessor
under this Lease shall be limited to L�ssee's e�:ecution against Lessor ri�ht, title and interest
fram time ca time in the 1'remises. Neither L�ssnr nar any of Fts partners,sharehcalders,a�cer�,
direciars or other principa#s shali ha�fe any�er�onal liability to Lesse�as the result of as�y breach
Ur defauit by Lessor under tl3is Lease.
fNSU12ANCE
12.0 Liability Insurance. Lessee shall,at its awn expense,procure and mai►atAin in fuli forcc and
effect,comprehensive general liabilit}� insurance��iih products and completed operation
co�eragc and contractua!coverage to insure any obiigation under this Lease,in responsibie
cam�ranies li�enscd to do business in the State of Wasljin�ton,w�hich st�att insure Lessce and its
agents and enzployees against a11 ciaims for injuries or death to persons occurring in or a�out the
leased premises in a c�mbined single linlit amount of�iot less than$l,Ot}0,000.00.
Lessee agrees to furriish Lessor with polici�:s ar certificates afsuch insurance narr�ing Lessar as
an add'stional ii�sured priar to the commencenreni of ihe term hereof.Each policy shall be non-
cancelable without at least xhirty(3U}days wcitten noiice to Lessor.If Lessee fails to prouide
such certificates u�ithin the time required,I�essar,may at it optipn,obtain such insurance and
Lessee shall reimburse Lessar far ali pre�iuums and costs th�refare within thirty nne{31)days of
Lessor's written demand. Any revisions to the policy shall be prornptly forwarded to Lessor.
1?.t Property [nsurance. Lesspr agrees to provide fire insurance in reasonabie amounis on the
baiidin�oniy.not contents. �,essee covenants and agrees tt�at it will not do or permit anything to
Fse done csn Ehe leased premises durin�,the term hereaf,whicE�wiil increase the rate of I.essar's
insucance on ihe buildin�,wl�ich the leased premises farm a part,above the minimtrrn rate which
�v�uld be applicable in such premises far the Lessee's type of business;and Lessee agrees il�at in
the even! it shal(cause such an increase in the rate of insurance,ii will,upon request of Lessor,
pramptly pay ta the Lessor,as additional rent,any inerease in premiurns msulting ihere from,
12.2 Lessee shall he respoi�sible to maintain appr�priate insut�ance for its property and contents
in the premises.
I2.3 Waiver of Subragation. Lessor and Lessee each retease and relieve the other and waive
the�r entire riaht of recavery a�ainst the other for toss or dama�e arisin�out of or incident to the
perils cavere�by the special farm p►-a�erty insurance policy wiih replacement cost end�rsement �
�
and business income and extra ea�pense endorsements(including lass of renis)approved for use
in the State of Washington which occur in,on or abaut che prernises,whether caused by the
ne�li�ence ofeither pari}�, their aeents,emplayees,ar attierwise. Each party shall c�btain from iis
insurers provisions permittin�waiver of any c{aim against the t�ther party for loss ar damage
within the scope of the above insurance.
TAXES
13.Q Real Property Taxes:/King County Assessor improvement Taxes: The Lessor shal3 pay
the real pmperty taxes assessed against the land and buildings ofwhich the teased pcemises is a
part and the Lessee shall reirnburse the Lessar far the cost of their pro rata}�ortian of said taxes.
1�,1 Personai Property Ta�es: Lessee shall be responsible far any ta�c an ltis personal properEy
tocated on the leased premises.
13? Business Ta�es: Lessc:e shall pay atl specia! taxes and assessments or 4icense fees levied,
assessed or impased by iavu or ordirtance,by ceasan of the use of the premises for ihe specific
purpc+scs set fnrth in this agseemeni.
DAMAGE OR D�STRUCTIOI�
14.0 Subject to the�rovisions of Ehis Paragraph 14, if the premises are damaged and such
da�nage w�s caused by a�re;or otixer casualty included�vithin the classification of casualty as
defined in a Stand�rd�re and extended coverage real property insurance palicy,Lessor shall,at
Lessor's cxpense,rep�ir such daunage,but not Lessec's fixtures ar equipment,and this lease sha(i
contil3ue in full force and ef�'ect. Fravid�d howeeter,in the event the premises are damaged to
such an extent to render the same untenantable in who#e or in a substantial part thereof,or
destroyed,it sha}l be r�ptianai with the Lcssor to re�air or rebuild the same,and after the
happenin�of any such event,the I.essee shall give Lessor im�nedia�e urririen notice thereof.
Lessar shall have not more than thirty(3Q)days after notification to natify the Lessee in writing
of Lessor's intentian io repair or rebuild said leased premises,or the pari so damaged as
afocesaid,but not I,essee's �xtures or equiprnent,and if Lessor elects to repair or rebuild said
�remises, Lessor shal! prosecute the work of such repairing or rebuilding without unnecessary
delay.and durin�such geriad the rent of said premises shail be abated in the same ratia that that
portion of the premises rendered for the time bein�unftt far occupancy shall bear to tt�ee whote of
the Ieased premises. t�the Lessor shalt �'ait to aive the notice aforisaid, Lessee sha11 have the
ri�ht to dec[are this lease terminated b5r wntten notice served up�on the Lessor. �n the et�ent the
build'zng in which�remises hereb}r leased are located shall be damaged{even thaugh the
premrses thereb} leased shall not be dama�ed thereby)to such an extent that in ttte apinian of
Lessor it sha14 not bc practicable to repair or rebuild,c�r is destroyed,then it shall be optional
with I.essnr to terminate ihis lease by writzen notice served on Lessee within ninety(90�days
afler such damage or destruetian.
14.1 lf Lessor C�ives notice of intent ta repair or reconstruct the damaged premises as sel farth
above,Lessor shall be relieved of such abiigation and Lessar may tenminate the Lease if L,essor
is unable to obtain the necessary financing, }abor ar materia}s,ar if Lessar is unable to perE'orm
such obligation due to any cause beyond its control, includin�,but not limited to strikes,lackouts
and lnbar disturbar�ees, acts of civil or military aud�orities,restriciions by municipal authorities,
; �
restrictians by mwyicipai orci'tnances or federafi nr state statutes and mititary activit}�.
� 14-? !f Lessor�ives not�ce ofinient to repair or restare the premises under the provisions t�f
Para�raph 14x and sl�a!! not commence such repair or restaration within ninet�r(90)days after
such notice, Lessee may elect to iem�inate this lease by written notice ta Lessor. Upan
termination of this lease pursuani to this Paragraph l4,an equitable adjustrnent shali be made
concerning advaa�ce reni and any adva,nce payments made by Lessee or Lessnr.
14.3 Natwithszanding the abo�e, if the cUsc to repair damage to the Building that occurs during
the last 20 months of the Lease Term excceds 30°!0 of the insurable replacement cost of the
Buildinb, Lessor shail l�ave the t�ption to terminate this Lease by givin�written notice to the
'Cenant within sixty{60}days after the date af damage and eitl�er party may ter�ninate this Lease
by delivering urritten notice ta the othcr within ihiriy(34}days after the date L.essee receives
Lessor's notice. In addition,if the cost tca repair any dama�e to the Premises or the Bnilding
e::ceeds the insurance groceeds available to Lessor,and Lessor eleets not to repa'rr such dama�e,
then I.essor shall have the rigl�t to terminatc this Lease by written noti��tp Lessee git�en within
sixt}�(60j days after such dama.�e occurred.
EMINENT DUMAIN
I�.0 If[he�vhole pf the premises shaif be taken by any public authority under the power of
Eminent Domai»,or purchaser2 by the condernner in lieu thereof,then the term of this lease shall
cease as of tIie date possessian is tal:en by�such pubiic authorit�}. If anly a parE of[he premises
shall tse so taken,the lease shal}terminate only as to the portis�n taken and shall cos�tinue in full
Cc�rce ar�d effecf as to the remainder of said prernises,ar�d the minimum rent shatt be reduced
propartianately;provided,ht�wev�r if the r�mainder ofsaid premises cannot be made tenantable
for ihe purposes for which �.essee has been using the premises,or if more thatt tweniy-five
percent{25%}of the rentable square footage of the premises sl�al! be so taken,lhen either party,
by written natice io the other,given at least lhirty(30)days prior to the date that possession rnvst
be surrendered to the public aulhQrity, may terrninate this {ease ePfective as o!'such surrender of
passession. If any part of the property described ir►Exhibit'A'other ihan tilc premises s6all be
so taken as to render,in Lessor's sole opinion,the termination ofthis lea5e beneficial ta tha
remaining ponian of the property desctibed in Exhi�it'A', I.essor shati have the right to
terminat�this lease within sitty{b0}days of said tal:in�. Whether whale or pariial,i,essor shalt
E�e entiiled to any and all av�lards,settlemenis,or Campe€�s�ti0n whiCh m2y be gtven for the land
aitd buildin,�s. Les$ee shail have n4 claim a�ainst Lessor for the va�ue of any unexpired term of
this lease.
TItASH,GARBAGE, 1-CA2ARUOUS/TOXIC SUBSTANCES ;
ld.d L,essee sha11 ptace a!(trash, r�azba�e,and recyclables in Lessor supplied recepcacles. i
Lessee shatt nat burn any trash and garbage in or about the buitdings. �
i
I6.1 Lessee sktall not,wit#�out ahtainin�Lessor's priar wriiten approval,generate,release,spill, i
store,dcposit,transport,or dispose o#'any hazardotts s�tbstances,tvxic substances. In!he event
Lessor��proves such release of llazardaus substattces on the Demised Prett�ises,Lesse�a�rees '
i
�
i
,
s
i
� r
� that such release shall occur safely and in campliance with all appticab4e federal,state and loca!
laws and r�gulations. I.essee shall indemnify, hoid 3�armless and ciefend Lessor frc�m any and all
claims,liabilities, losses,dama�es,cleanup eosts,and expenses,including attorney's fees,arising
out of or in any way related to the release by Lessee or any of its agents,representatives or
ernployees,or the presence caf such ha�ardous substances in,on ar aiaout the Demised Premises
occurring at any time durin,�the lease terrn and any extension therea£ Lessee agrees to contract
with qualified and cectified service to remove all hazardous or cantaminated materials from
demised premises.
EXTCRIOR SIGNS ,
I7A Less�e shaii be appraved fiar four outside signs on the buitding.
ASSIGKN€Ei1fT AND SU�LETTtNG
18.0 Lessee shall not voluntarily or by operations of law assi�n,tra[tsfer,rnortgage,sublet or
othertivise transfer ar cncurnber all or any pan of Lessee's interest in this lease or in the premises.
Any attcmpted assignment, transfer,moriga;e,encumbrance or subiettin�,and shatl constitute a
breach of this lease. Lessee has the optian ta sublet a portion of the fbo a�ce spaee bui}ding for
purposes oF aviation services. Lessee wiil natii'y L�ssar, in writing,30 days priar to any such
sublet.
LESSOI2'S RESERVATIUNS
19.0 Lessor reserves the right,u�ithout liability ca Lessee,to enter the premises at reasonable
haurs to make inspections,repairs,alterations,or additiQns to the preruises ar ta the buitdings,ta
exhibit the premtScs io prospective tenartts,pur�hasers or others,to displa}�during the Iast ninety
(90�days of the term'FQR RENT"and similar signs on wirtdows ar elsewhere in or on the
premises,tc�change the name of the buitding or street address and io perCqrm any acts related to
the safety,protection, preservation,re-leEting,sale or improvement of the premises or of the
buildings. Lessor and Lessar's Contract Manager, worl<rnen a�id engineers may retain and use a
pass-key to the leaszd premises to enable them to examine the demised pcemises from time tcr
time with reference to any emergencics or ather general rnainfienartce of the leased premises.
DEFAULT AND R�MCDIES
20.0 Lessar shail not be in defaul!unless Lessar faiis to perform its abligation under this lease
within diirty(3�}days after notice b}L,essee specifying wl�erein Lessor has failed to perfarm. II'
the nature of Lessor's obligation is such thak more than thirty(3Q}days is required to cure such
default and Lessor lhereafter cures such default�vithin a reasonable time,Lessor shali not be
deemed in defanit.
20.1 Events of Default:Fach oC the follawing events shall constitute a materiai defanit or breach
c�f this lease by Lessee:
(a} if Lessee, or any successor or assignee af Lessee whi4e in possessit�n.,shall �le a petition in
banl:ruptcy or insalvency ar for re�rganizz�etit�n under any h�r�kruptcy act,ar shall valuntarily
take advantage of any suc�act by answer ar otherwise,ar shal! make an assignment for the
benefit of creditors;
{b) If involuntary proceedings under any b�u�.l:ruptcy taw or insnlvency act shall be instituted
� �
a�ainst I,essee,ar if a recziver c�r trustee sl;ali be appointed of all or substantially alt of the
prr�pert}�of Lessee,and such proceedings shal] not be dismissed or the receivership or trusteeshi�
vacat�d within thirt}�(30}days afier the institulinn or apgointrnent;
(c) lf Lessec shall fail to pay Lessor a�iy rent or additional rent when the rent shail became due
and in any event no Iater than ten(10)days after the fir�t day of each mnnt�.
(d} 1f Lessee shatl faii to perfarm or comply with any of fhe other conditians af this Lease nat
involving PaYment of rent and if the nanperfonnance shall continue for a periad af ten(IO)days
after rtatice thereof by i.essor to Lessee ar, if tlre per�'ormance cannat be reasonably et�mpleted
witl�in tlie ten cia} periad, Lessee shal!not ia good faith have conlmenced performar�ce within
th�ten day period and shall not dili�cnt!}r proceed to completion of performance;
(e) lf Lesse:e shall vacate ar abancion the demised premises ar ceases to operate the business
described in the recitals abovc, prior to erpiration of the term of this Lease;
(1) �;xcept as express(��permitted under this lease agreement, any attempted c�nveyance,
assignmcnt,martga�c, or unwarranted subletting oi"tliis iease agreement�
2t7.2 Etemedies:Un the occ�rrence of any of the defaults or elements caf defauit described in this
sectian,Lessor sha�! have thc righi€o:
�a) Accelerate the li�ll balance due for the remaining lease term and cammence le�al action ta
collect�noney da�nages for sanle from Lessee or any guarantor of ihis lease;
(M) Commence e�•iction praceedings unc�er Chapter 59.i 2 ofthe Revised Code of Washington
(unlawfa[deiainer st�tute);
(c} Commence proccedings in Washington Sra#e Superiar Court and seek an order of specific
perfarnlance of al{the tenns and conditior�af the lease agreement and Lessor shall have the
ri;ht to an injunction to restrain Lessee and tt3e further right to invatce any remedy allowed by
!aw or inec�uity.
20.3 The rights and remedies given lo Lessar in this Lease are disiincl,separate and cumulative,
and no one c�f them,whether or nai exercised by Lessar,shall be deemed to be in exclusian of
an5�of the other�herein, by law,or by equity provided.
20.� No r�ceipt r�f money by Lessor from Lessee after default or canceitatian ofthis Lease in
any Iaw1`i�t manner shall (i)reinstate,continue or extend the tenn or affecf ar►y notice�iven to
Lessee,(2}operate as a waiver of the ri�ht of Lessor io enforce the payment of rent and
additional rent ilten due or falling due,or{�)opesate as a tivaiver of't6e right of Lessar to cecover
passessioi�af the demised premises b4•praper suit,aciion,proceeding or ath�r remedy. After any
er�en!af default by Lessee,Lessor may demand.receive and collect any monies due,without in
an}� manncr relievin�Lessee of the]e�ai consequences of default. Ar�y and�11 sach monies so
collected shall be dcemed to b� payment on acraur�t of the use and occupatian of the demised
premsses ar at the eiectioi�af I.essor, an account of the liabiiity of Lessee hereunder.
LIABILITY POI2 CUSTS AND ATTORNEY'S FEES
21.Q The prevailing party in any dispute resalution proceedinb,wheEher judicial or nonjudicial.
shatl be entitled to recover from the other all reasonabie attorney`s fees and epsts incurred ia
connection with such proceeding.
2}.} Any contraversy or c€aim arising out afor relating to this Lease,or The breach thereof,other
than an action by Lessor a�ainst Lessee for nonpayment af Rent,or for unlawful detainer ar
ejectment,shall he settled by arbitratic�n in ac;cordance tivith the Cornmercial Arbitration Rules of
the American Arbiirafion AssociatiQn,and judgment upon the award rendered by the arbitratar(s)
may bc entered in any conrt having jurisdiction thereof.
QU[ET ENJOYMENT
22A Lessor warrants that it has fuli riaht to execute and to perfann the tease and io grant the
estate demised herein,and tha#upc�n paytnent by the Lessee af the rents herein provided,and
upon the o6servance and performance of all the cavenants,terms and conditions an L.essee's part
ta t�obser�jed and performed,Lessee shail peaceab4y and qttietly holr!and enjoy the leased
premises for tE�e term hcr�by demised without hindrance or interru�tion by Lessor or any other
persons lativfully or equitably clain7ing bv,through or under the Lessor,subject,neveriheless,tp
t�i�i�I'i31S�Tt�C4rit�EttOiiS Q�CI12S���.
SURRENDER.OF POSSESSION
?3_0 Lessee shall,upon the terrninatit�n of this lease or of Lessce's right to possession,remove
from th�premises all of Lessee's trade fixtures,or fumiturc,�u�d other un�.ttached personai
property,and such alterations,additians or inzprovements required by Lessor ta be rernbved
pursuant to Paragraph 1 Cl above,and shall repair ar pay for ali damage to#he premises caused by
such removai. Lessor s�sa11 inforrn Lessee wiihin fi�teen(IS}days a�er Lessee's vacaEiQn of the
Premises wttat alteraEians or impravements c�r fixtures it will require to be remaved, A!!such
property remaining and every interest of Lessee in ihe same shail bc:cnnclusively presumed to
haue been ct�nveyed by Lessee to Lessc�r under this lease as a biil of sale,wiihout compensation,
alEowance,ar credit to Lessee. Lessee shall,upon termination of this lease or of Lessee's ri�ht
of possession,cfeliver all keys to Lessor and peacefully quit and surrender the premises and a11
equipment and fixtures cornprisin�a part thereof without natice,neat and ctean,and in as good
condition as when Lessee tool: possessian,excepi for reasonabtc wear and tear. Lessee,at its
a��fi expense,shali have carpets grofessionally cteaned,have the wa3ts painted, nail holes
removed,and shall ha�1e thc windows cleaned.The heating and coolin�systems shail be in good
warking arder,as shall be all buitding sv5tems tha� Lessee was responsible far. Lessee is
obli�ated to repair these should they be damaged by its tenancy, ti is aiso res�onsible for
removal fl€'any and a!I�leetriea�,co-a�,voice and data lines,low vulta�e wiring and cablin�,and
to dispase of this materia!at its own expense.
, /
HOLDTP�G OVER
24.0[!'Lessce, with the irnplied or express cansent of Lessor,shall hoid over the expiration of
the term of this lease, Lessee shall remain bound by all o�`the covenants and agreements herein,
except that: (i) the tenancy shall be from month t�month,and{ii}the minimum rent ta be paid
by Lessce shall be I�0°fo af the last rent amau»t. If Lessee and Lessor agree tc�te�ns far new
lease,the additianat 30%ti�at��{as paid during negatiations wili be applied to future renis.
ESTQPPEL AFFCDAVCT
' 25.0 Lessee shall,at any tirne upon nat less than ten (10)days'prior written notice from Lessar,
execute,acl:nowled�c:and deliver ta Lessor,a statement in��riting{a}certifying that this lease is
u»madi}ied and in full force and effect(ar, if modified,statin�tlze nature of such.madification
and ezrtifying that this lease,as so modi�ed is in futl force and effect),and the date to whicfi the
rental and other charaes ar�:paid in advance,if any;(b)acknowledging that there are not to
LeSsec's knowlcd�e,any uncured dcfaults on the part of the Lessor hereunder,or specifying such
defauits if an} are ciaimed;and{c}any other matters as the Landiard or its Lender may
reasonably request. t1,ny such statement may be relied upon by any graspective purch�ser or
encumbrancer of a)f t�r any pc3rt.ion,of the reat properry of which the premises are a part.
SALC CJrF PREMISLS BY LESSQR
2G_4 1'he Lessor slzall lt�tve the right to any sale of the graperty descrit�ed in Exhibit 'A", C.,essor
shall be and is hereby relieved of�ll liability under any and all af its covenant�and obligations
contained in or derived from this lease arising out af any acl,occurrence or omission occurrin�
after the consummatian af such sale;and th�purchaser,at suci�sAle or any subsequent sale ofthe
premises,shall be deemed, without any furth�r agreement between the parties ar their successors
in interest or between the parties and any such purchaser,to have assumed and agreed to carry
out all of tlze covenants and obtigations of the Lessar under this lease.
N+DTICE
?�.0 tlny notict required to 6e given�y either party to the ather pursugnt to the pravisit�ns of
this lease or ar�y law,present ar future,shalt be in wriiing and shall be deemed to have been du4y
�iven ar sent ifeither delivered personally or degosiled in the United�tates mail,pastage
prepaid,re�istered or certi fied,return receipt requested,addressed to the I,essor at the address set
I'onh on page 1 of ihis lease,except that,upon Lessee"s taking pnssession of ihe leased premises,
the premises shall constitute L�essee's address far notice purposes,or ta such other address as
either party may designate to the other in writing fxom fime to time.
�N7'iRE AGREEMEi�'T
?$.0 !t is expressly understavd and a�rced by L.essar a�td Lessee that th�re ace na promises,
agreements,conditioris, understar�dings,inducements,warranties or representations oral ar
�1`FSIIt'31,e�pressed or ii2rplied,between thern other than as herein sei forth,and this lease shall not
be modified in any manner except by an instrument in writin�and executed by the parties.
BINDING ON H�lRS,SUCCESS4RS AND ASSIGNS
29.0 The cavenants and agreements of this lease shall be bindin,�upon the heirs,executors,
administratars,successors and assigns of both parties hereto,except as hereira above provided. Ii
is further aci:nawledaed that ihe signar for the Lessee is authorized by the secretazy vf the
corpc►ration to have full authority to execute this agreement.
NON-WAIVER UF BREACH
30A The failure ofeither party to insist c,n stricc perfarmance of any covenant or candition
hereof,or tc�exercise arsy option herein contained,sha!! �ot be construed as a waiver ofs�tch
covenant,candiEion,or aption in any other instance. Consent by Lessor in any one instance shall
not dispense with the necessity af consent by Lessar in any other u�siance.
SUBORllIPIATION
31.d This Iease and the interest of Lessee hereunder sha11 be at alI times subject to any and all
now ef#'ective or hercafter executed mortgages and/or deeds of trust which may now or h�reafrer
affect Lessor's estate in the real property of which the preznises form a part and to all renewals,
� �nadifications,rep3acements,or exiensians thereof. Lessee shall}�rc�mptly execute any
instruments which n�ay be required to evidence such subordination.
The folto�ving exhibits are madc a par#of this l+ease by this reference:
EXHIB!?'A': Le�al Descraption
EXIIIBt�''$': Floor Plan
In ti��ihtess tivhereof,ihe partie4liereto have h�reunto set their hands the date set farth below.
LESSEE:
�y����r�c.�.. �f�c���� �t�: /2- 1� 1/
��
��5: �,1'-� .
L�SSOR:
ht�i�� D. ����� r ,f
L�L� date: o� f7 1�
IiS: f/ic.�''t��-' i ,��;�'����E�,_,.
r•
STATE OF WAS�IINGT�N
COU\'TY OF k"J�.�.�
�I certif}�zl�at I I�.na�v ar have satisfactory evidence that I•�i.��r�r � ,.'�i.����lc�
signed ihis instrument and aci:nc��rl�dged it to be �.7 free ai�d voluntary ac!for the
�sses and pe�rposes mention�d i��the instrumcnt.
dated:�/�2 i� %,r
_...___�___
� SAi�DRA M. CIRPHAN
� ARY PUBLIC, State af ashington STATE pF WASHtNGTON
My appc�intment exgires: r,y/���/�. NOTARY PUBL.IC
dAY COMhtISSION EXPIRES �
09-22•13
STATE dF WASHtNGT�t
C�Ul�`I'Y U� . ,,.�%��;
I certify ihat I kno�.��or l�ave satisfactory e��idence th fi�r�1,�'c- 4� /�1/�,��:
sianed this insirument and acknativled�ec! it to be �".�- free and voluntary act for tiie
uscs and purpases ntentioned in the instrvrnent.
dated:�..��i�,�"
!
SANOF�A M. ORPHAN
l�' Y PUBLIC,State af i�ashin�ton STATE OF WRSN�NGTt�M1}
My appointment c�pires: � �-�/.�'3 NOTAR�r` PUBLIC
MY COMb1lSSIQ(V EXPIRES
09-22-13
CCf\SC)LT YOUR ATTORNEY
THIS DOC'UMENT HAS BEEN PREPAREI7 FC3R SUBMISSION'1�0 YOUR AT'F'tJRNEY
FOR�IIS/HER REVlEW AND APPR()VAL PRJOR TO YOUR EXECUTION OF SAME. N4
REPI�S�NTATIdN OR RECOMIvIENDATION IS MAI7E BY PRIME LOCt1TIpi�3S,INC.
OR JTS AGENTS C3R EMPL(7YEES AS TO T�IE LEGAL SllFFi�TENCY,LCG/1.t,�FFECT
OR TA�CCINSE�7UENCES OF THiS D4CUMENT,dR THE DOCUME�3T�R.�FEltRED
TU f�IEREIN,OR THE TR.A2JSACTiON RFLA'CRtt'G THER.ETC}. TNCSI�ARE QUESTIQNS
FOR Y'4UR ATTORNEY WITH 1N�-iC?M YC}U SHt)ULI�C+C�NSULT BET'ORE SI�'iNING
THIS DQCLIME�?1'.
.,
EXHIBIT"A"
LEGAL DESCRTPTION
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Renton Gateway Center
750 W. Perimeter Rd Renton, WA 98057
Street Side
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Amcndment#I
to
"LEASE AGREEMENT"
This amendment is intended to clarify the premises sub-leased to Pro-Flight Aviation,
Inc, (lessee)by Renton Gateway Center,LLC(lessor). The original lease agreement
(lease) was signed by the parties on 12/14/2011
Exhibit"B" is replaced in it's entirety with Exhibit"B",revision#�1
. Section 2.0 of the lease is replaced in it's entirety with the following:
2.0 Less�r hereby leases to Lessee a portion of those building and aircraft ramp premises
located on the Renton Municipal Airport commonly known as 750 W.Perimeter Rd,
Rcnton,WA 98057.
� Building: Lessee will occupy the hangazs�designated as"A" and "B" and the"FBO �
Lobby"attached to Hangar"A". -see Exhibit"B",revision#1.
Aircraft Ramp: Lessee will be entitled to use any and all of the Aucraft Ramp in
cooperation with other tenants that lease hangars"C" through"H".
Approximate size of leased building area:9,400 Sq Ft plus or minus
Approximate size of total building area ; 31,000 Sq Ft plus or minus
Lessee pro-rata share: 30.32%
End of Section 2.0-----------------------------------------------------------------
---------------
In witness whereof,the parties have hereunto set their hands the date set forch below.
LESSEE:
by� � �. � • te:��'- q 2dis
Diane O.Paholke
�
President-Pro-Flight Aviation,Inc.
LESSOR:
by� �'JL�i D� a _ te• / Z /���,t�—'
Diane O.Paholke
Managing Member, Renton Gateway Center, LLC
Exhibit"B" Revision#1
Renton Gateway Center
750 W.Perimeter Rd Renton,WA 98057
Street Side
H G F E D C B A
FAO
Lobby
I Runway Side I
(Aircraft Ramp)
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,� AVIATION � � NC
750\V.Perimeter Rd tinit#1 Reoton,Nr19805F D t�f� � ���
(43�228�9510 • (42�228-9511[u
proNghtaviallonln c,a:yaha o.com
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Introduction: •'i'�
Pro-Flight Aviation, Inc was established in 1994, offering maintenance, aircraft rental, r� y
and flight instruction at the Renton Municipal Airport. Our business has steadily grown
�""�.,''�� /,
since that time. This growth is attributable to the fact that we provide quality services
and products to the flying public utilizing the airport, and to our responsible business
model. Pro-Flight has consistently shown a profit since the day we opened our doors,
Services provided to the public by Pro-Flight are:
. Aircraft Maintenance, including 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.
• Sale of aviation fuels and lubricants.
• Sale of aircraft parts, components and pilot supplies.
• Aircraft servicing with fluids and compressed gases.
• Aircraft grooming
• Aircraft sales, leasing&management.
Pro-Flight is the only operator on the airport that provides all of these essential services.
Investment and Infrastructure:
Pro-Flight Aviation has made significant investments in equipment and infrastructure in
response to demands of the Airport and the aircraft operators that use or desire to use the
airport. These investments include:
• Fuel Parm
o Construction and installation of a state-of-the-art fuel storage facility
0 10,000 gallon Avgas aboveground storage tank
0 15,000 gallon Jet fuel aboveground storage tank
o This facility is equipped with double wall,ballistic rated tanks, full spill
containment structures, and oil-water separators,
o Meets or exceeds all fire and environmental standards.
• Fuel Trucks
o Four fuel delivery trucks
■ Two, 2000 gallon Jet fuel trucks
■ Two Avgas trucks, 1600 and 1000 gallons respectively
• Ground support Equipment
o Two aircraft moving tugs capable of towing aircraft up to 50,000 lbs
o Floatplane moving truck
o Electric ground power unit
o Compressed gases servicing equipment, including oxygen and nitrogen.
o Lavatory service equipment
Experience:
• Pro-Flight has over twenty years experience operating as an FBO on Renton
Airport. We have always honored our commitments to the City and our
customers. Our record of timely payments, community participation and
environmental stewardship speaks for itself. We will continue to use our existing
infrastructure, equipment,personnel, and substantial capital investments to serve
the pilots and aircraft owners that utilize the Airport.
Space Requirements:
• Pro-Flight has a valid sublease agreement with Renton Gateway Center. That
agreement provides Pro-Flight with hangar, office and ramp space. Due to recent
events at the Airport, Pro-Flight is in the process of liquidating most of our flight
training fleet. We have removed approximately half of our fleet from the Airport
while they are being sold. While we will continue to provide commercial flight
operations, we will do so with 2 or 3 airplanes, thus greatly reducing our current
need for ramp space to store the fleet.
Profitability:
• As previously stated, Pro-Flight has always shown a profit and we have always
met our financial commitments on time. This will continue.
• Our aircraft maintenance operations are currently booked out for 3 months or
more. The reduction in our training fleet will reduce our internal maintenance
requirements, allowing us to concentrate on the outside maintenance aspect of our
business.
• We expect to see an increase in the demand for temporary parking from transient
aircraft.
Conclusion:
• Pro-Flight Aviation has the experience, equipment, and personnel to operate
profitably from our existing space on the Airport.
• Like any small business,Pro-Flight is always seeking additional ways to grow our
business. As such, we may be interested in future expansion should that become
possible.