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Home My WebLink AboutLease LAG-11-003 BUILDING AND GROUND LEASE Between City of Renton and Rainier Flight Services, LLC THIS GROUND LEASE (hereinafter "Lease") is made and entered into this 1 day of April, 2011 by and between THE CITY OF RENTON, a Washington municipal corporation (hereinafter "Landlord") and Rainier Flight Services, LLC, a Washington Limited Liability Company (hereinafter "Tenant"). FOR VALUABLE CONSIDERATION and in consideration of the covenants and agreements set forth in this Lease, Landlord and Tenant agree as follows: 1. GRANT OF LEASE: 1.a. Documents of Lease: The following documents constitute this lease; Building and Ground Lease; Exhibit A—790 Building (Quonset Hut) 2nd Floor Exhibit B—Ground Lease Map Exhibit C—Aircraft Laws and Regulations RCW 47.68.250 1.b. Legal Description and Reservation of Easement: Landlord hereby leases to Tenant, and Tenant leases from Landlord for the Term described in Section 3 below, the entire 2nd Floor of the 790 Building as shown in "Exhibit A — 790 Building (Quonset Hut) 2nd Floor Leased Space", which is 1,267.5 square feet in size, and the Ground Lease Area parcel of land shown on "Exhibit B Lease Map", which is 12,000 square feet in size. "Exhibit A" and "Exhibit B" are attached hereto and incorporated herein by this reference (hereinafter, "Premises"). 1:c. Common Areas: Tenant, 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 pursuant to Section 8(e), 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. 1.c.(1). Notwithstanding anything in this Lease to the contrary, Landlord acknowledges that direct access to the taxiway from the Premises is essential to the conduct of Tenant's business on the Premises and, except during construction activities occurring on the taxiway or weather related events, Landlord shall ensure that Tenant and its representatives, subtenants, assignees, agents, invitees, and licensees have direct access to the taxiway at all times during the Term. ORIGINAL AIR:\fi lesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ 2. CONDITIONS: 2.a. Specific Conditions: This Lease, and Tenant's rights and permitted uses under this Lease, are subject to the following: 2.a.(1). Easements as follows: 2.a.(1). i. one (1) twenty five (25') by one hundred sixty foot (160') Taxilane Easement Area along the northern border of the Ground Lease Area; and 2.a.(1). ii. one (1) twenty five (25') by one hundred sixty foot (160') Taxilane Easement Area along the southern border of the Ground Lease Area as set forth in Exhibit B. 2.a.(2). Landlord retains the right to relocate the Tenant's Ground Lease Area, as shown on "Exhibit B — Ground Lease Map" in the event that the Landlord has another prospective Tenant willing to lease the "Parcel 770" (as shown on Exhibit B) in its entirety. 2.a.(3). Six (6) parking stalls, located immediately east of the 790 Building are associated with the Tenant's leased space in the 790 Building. 2.a.(4). Tenant's access to the Tenant's leased area in the 790 Building will be through the exterior door accessed off the deck located on the east side of the 790 Building. The Tenant will jointly share the restrooms on the 1St floor of the 790.Building with others and the Landlord's Airport maintenance staff. 2.a.(5). The Airport Regulations and Minimum Standards pursuant to Section 8(e), including Landlord's standards concerning operation of public aviation service activities from the Airport; and 2.a.(6). All such non-discriminatory charges and fees for such use of the Airport as may be established from time to time by Landlord. 2.b. No Conveyance of Airport: This Lease shall in no way be deemed to be a conveyance of the Airport, and shall not be construed as providing any special privilege for any public portion of the Airport except as described herein. The Landlord reserves the absolute right to lease or permit the use of any portion of the Airport for any purpose deemed suitable for the Airport, except that portion that is leased hereby. 2.c. Nature of Landlord's Interest: It is expressly understood and agreed that Landlord holds and operates the Airport and the Premises under and subject to a grant and conveyance thereof to Landlord from the United States of America, acting through its Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights, conditions, and exceptions of the United States therein and thereunder, which grant and conveyance has been filed for record in the office of the Recorder of King County, Washington, AIR:\fi lesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ and recorded in Volume 2668 of Deeds, Page 386; and further that Landlord holds and operates said Airport and Premises under and subject to the State Aeronautics Acts of the State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or subsequent legislation of said state and all rules and regulations lawfully promulgated under any act or legislation adopted by the State of Washington or by the United States or the Federal Aviation Administration. It is expressly agreed.that the Tenant also accepts and will hold and use this Lease and the Premises subject thereto and to all contingencies, risks, and eventualities of or arising out of the foregoing, and if this Lease, its Term, or any conditions or provisions of this Lease are or become in conflict with or impaired or defeated by any such legislation, rules, regulations, contingencies or risks, the latter shall control and, if necessary, modify or supersede any provision of this Lease affected thereby, all without any liability on the part of, or recourse against, Landlord in favor of Tenant, provided that Landlord does not exceed its authority under the foregoing legislation, rules and regulations and provided further that, in the event that this Lease is modified or superseded by such legislation, rules, regulations, contingencies or risks, all compensation payable to the Landlord for a third party's . use of the Improvements during the Term shall be paid to the Tenant, its successors or its assigns. 2.d. Future Development/Funding: Nothing contained in this Lease shall operate or be construed to prevent or hinder the future development, improvements, or operation of Airport by Landlord, its agents, successors or assigns, or any department or agency of the State of Washington or of the United States, or the consummation of any loan or grant of federal or state funds in aid of the development, improvement, or operation of the Renton Airport, but Landlord's exercise of such rights shall not unreasonably interfere with Tenant's rights under this Lease. 3. TERM: 3.a. Initial Term: The initial term of this lease (herein referred to as "Term") as to the entire Premises shall be for a one(1) year period commencing on the mutual execution of this Lease, and terminating on March 31, 2012 (hereinafter "Expiration Date"). 3.b. Extended Term: In the event that Lessee has fully and faithfully complied with all the terms and conditions of this Lease Agreement through March 31, 2011, Landlord will grant unto Tenant the option to renew or extend this Lease. The Extended Term of this lease (herein referred to as "Extended Term") shall be for a one (1) year period commencing on the termination date of the Initial Term as shown in Section 3a. above, and terminating on March 31, 2013 (hereinafter "Extended Term Expiration Date"), EXCEPT for the Ground Lease Area, which is subject to the landlord's reservation of the right to relocate the Tenant's Ground Lease Area, as shown on "Exhibit B —Ground Lease Map" in the event that the Landlord has another prospective Tenant willing to lease the "Parcel 770" (as shown on "Exhibit B— Ground Lease Map") in its entirety. Tenant shall notify Landlord at least ninety (90) calendar days before the expiration date of the Initial Term of its desire to exercise the option of the Extended Term. AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ Notification provided to the Landlord by the Tenant shall be consistent with the notification requirements as show in Section 23 of this lease. 4. RENT: 4.a. Minimum Monthly Rent: Tenant shall pay to Landlord a Minimum Monthly Rent in the sum of One Thousand Nine Hundred Ninety Two Dollars and Seventy Cents ($1.992.70), PLUS Leasehold Excise Tax as described in Section 5, below, without-deduction, offset, prior notice or demand, payable promptly in advance on the first day of each and every month. All such payments shall be made to the City of Renton, 616 West Perimeter Road, Unit A, Renton, Washington 98057. The Minimum Monthly Rent for the Building and Ground Lease, beginning on the Commencement Date, is computed as follows: Appraised 790 Building Rental Rate =$1.083 cents per square foot per month Square footage of the 2"d Floor, 790 Building= 1,267.5 sq. ft. Building Rent = (1,267.5 sq. ft.)($1.083/sq. ft./mo) =$1,372.70/mo. Appraised Ground Rent = $0.62 per square foot Y er year i p Ground Lease Area = 12,000 sq. ft. Ground Rent = (12,000 sq. ft.)($0.62/sq. ft./yr.) = $7,440/sq./yr, $7,440.00/12 months = $620.00 per month Total Monthly Rent = Building Rent+Ground Rent+ 12.84% Leasehold Excise Tax. Total Monthly Rent = $1,372.70 per month + $620.00 per month + 12.84% Leasehold Excise Tax. Total Monthly Rent =$1,992.70+ 12.84% Leasehold Excise Tax. "Rent" as the term is used above for the 790 Building includes, water, g electricity, as, sewer and garbage. 4.b. Late Payment Charge: If any Rent is not received by Landlord from Tenant by the third (3�d) business day after such Rent is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the amount of such Rent. Should Tenant pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord's acceptance of this late charge shall not constitute a waiver of Tenant's default with respect to Tenant's nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law. If any check received by Landlord from Tenant is returned unpaid for any reason, Landlord reserves the right to charge, and Tenant agrees to pay, an additional charge up to the maximum amount allowed by law. Landlord's acceptance of this additional charge shall not constitute a waiver of Tenant's default with respect to Tenant's returned check nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law. Unpaid amounts of rent, late charges, or additional charges shall bear interest at the rate of twelve (12%) percent per annum until paid. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 4.c. Other Fees and Charges: Tenant shall pay, in addition to the Minimum Monthly Rent and other charges identified in this Lease, all non-discriminatory fees and charges now in effect or hereafter levied or established by Landlord or charged against the Premises and against other similarly situated Tenants at the Airport by Landlord, or levied or established by, or against the Premises by, any other governmental agency or authority, being or becoming levied or charged against the Premises, structures, business operations, or activities conducted by or use made by Tenant of, on, and from the Premises, including without limitation, Aircraft Rescue and Fire Fighting or services rendered to the Tenant or the Premises. 5. LEASEHOLD EXCISE TAX: Tenant shall pay to Landlord the leasehold excise tax as established by RCW Chapter 82.29A, as amended, or any replacement thereof, which tax.shall be in addition to the Minimum Monthly Rent and other charges payable under this Lease and shall be paid separately to the City of Renton, at the same time the Minimum Monthly Rent is due. If the State of Washington or any other governmental authority having jurisdiction thereover shall hereafter levy or impose any similar tax or charge on this Lease or the leasehold estate, then Tenant shall pay such tax or charge when due. Such tax or charge shall be in addition to Minimum Monthly Rent and other charges payable under this Lease. 6. PAYMENT OF UTILITIES AND RELATED SERVICES: Tenant shall pay for all utilities and services used in the Premises, including without limitation phone and janitorial service, and any other utilities and services used in the Premises. Water, electricity, gas, sewer and garbage service are included in the cost of Rent charged to the Tenant. Landlord shall not be liable for any loss or damage caused by or resulting from any variation, interruption, or failure of any utility services due to any cause whatsoever, except, and only to the extent caused by, Landlord's negligence. Landlord shall not be liable for temporary interruption or failure of such services incidental to the making of repairs, alterations or improvements, or due to accident, strike, act of God, or conditions or events not under Landlord's control. Temporary interruption or failure of utility services shall not be deemed a breach of the Lease or as an eviction of Tenant, or relieve Tenant from any of its obligations hereunder. 7. TENANT'S ACCEPTANCE OF PREMISES: Tenant accepts the Premises in their "AS IS" condition. Tenant accepts the Premises subject to all applicable federal, state, county and municipal laws, ordinances and regulations governing and regulating the use of the Premises. Subject to the other provisions of this Lease, this Lease is subject to all such laws, ordinances and regulations. Tenant acknowledges that, except as otherwise provided in this Lease, neither Landlord nor Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business or use. Except as otherwise provided herein, Landlord warrants Tenant's right to peaceably and quietly enjoy the Premises without any disturbance from Landlord, or others claiming by or through Landlord. AIR:\fi lesys\Adm in\Leases and Operating Permits\Rainier Flight Services\Lease\ 8. USE OF PREMISES: 8.a. Use of Premises: The Premises are leased to the Tenant for the following described purposes and uses necessary to said purposes, in accordance with the Airport Regulations and Minimum-Standards pursuant to Section 8(e): 8.a.(1). Commercial flight training and ground school, aviation seminars, simulator instruction and Airline interview preparation 8.a.(2). Aircraft rental; 8.a.(3). Outdoor storage and tie-down of aircraft on the ground lease area as shown in "Exhibit B"; and 8.a.(4). Aviation consulting including contract flying 8.b. Continuous Use: Tenant covenants that, during the Term, the Premises shall be continuously used for 8.a.(1) and 8.a.(4), set forth above, shall not be allowed to stand vacant or idle, subject to reasonable, temporary interruptions for maintenance, construction, or other purposes, and shall not be used for any other purpose without Landlord's prior written consent. r Consent of Landlord to other types of aviation activities will not be unreasonably withheld. 8.c. Non-Aviation Uses Prohibited: Tenant agrees that the Premises may not be used for uses or activities that are not related, directly or indirectly, to aviation. 8.d. Signs/Advertising: No advertising matter or signs shall be displayed on the Premises or structures, at any time, without the prior written approval of Landlord, which approval will not be unreasonably withheld. 8.e. Conformity with Laws, Rules and Regulations: Tenant shall comply with applicable federal, state, county and municipal laws, ordinances and regulations concerning the Premises and Tenant's use of the Premises. Tenant shall keep and operate the Premises and all structures, improvements, and activities in or about the Premises in conformity with the Airport Regulations and Minimum Standards and other reasonable rules and regulations now or hereafter adopted by Landlord, provided that all such Airport Regulations and Minimum_ Standards and other rules adopted hereafter are non-discriminatory, and apply to all similarly situated tenants at the Airport, all at Tenant's cost and expense. Tenant shall keep and operate the Premises and all structures, improvements, and activities in or about the Premises in conformity with all rules and regulations now or hereafter adopted by (i) the Federal Aviation Administration, (ii) the State of Washington, or (iii) other state or federal governmental authority, all at Tenant's cost and expense. I AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 8.f. Waste; Nuisance; Illegal Activities: Tenant shall not permit any waste, damage, or injury to the Premises or improvements thereon, nor allow the maintenance of any nuisance thereon, nor the use thereof for any illegal purposes or activities. 8.g. Increased Insurance Risk; Tenant shall not do or permit to be done in or about the Premises anything which will be dangerous to life or limb, or which will increase any insurance rates upon the Premises or other buildings and improvements at the Airport. 8.h. Hazardous Waste: 8.h.(1). Tenant's Representation and Warranty: Tenant shall not dispose of or otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the Property, or in any tenant improvements or alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant's intended use of the Premises does not and will not involve the use, production, disposal or bringing on to the Premises of any hazardous 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 Tenant's ordinary course of business, provided that such products are used, stored and disposed of in accordance with applicable laws and manufacturer's and supplier's guidelines. Tenant shall promptly comply with all laws and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup by Tenant of Hazardous Substances, in, on or under the Premises, or incorporated in any improvements or alterations made by Tenant to the Premises, at Tenant's sole cost and expense. 8.h.(2). Standard of Care: Tenant agrees to use a high degree of care to be certain that no Hazardous Substances are improperly used, released or disposed in, on or under the Premises during the Term by Tenant, or its authorized representatives, or are improperly used, released or disposed on the Premises by the act of any third party. 8.h.(3). Compliance; Notification. In the event of non-compliance by Tenant, after notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, Landlord may, but is not obligated to, enter upon .the Premises and take such actions and incur such costs and expenses to effect such compliance with laws as it deems advisable to protect its interest in the Premises, provided, however that Landlord shall not be obligated to give Tenant notice and an opportunity to effect such compliance if (i) such delay might result in material adverse harm to the Premises or the Airport, or (ii) an emergency exists. Tenant shall reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such compliance activities, and such obligation shall continue even after expiration or termination of the Term. Tenant shall notify Landlord immediately of any release of any Hazardous Substances in, on or under the Premises. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 8.h.(4). Indemnity: 8.11.(4)(a). Landlord shall have no responsibility to the Tenant, or any other third party, for remedial action under R.C.W. Chapter 70.105D, or any other federal, state, county or municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or under the Premises during the Term that were caused by Tenant. Tenant shall defend, indemnify and hold harmless Landlord from any obligation or expense, including, but not limited to, fees incurred by the Landlord for attorneys, consultants, engineers, damages, environmental resource damages, and remedial action under R.C.W. Chapter 70.105D, arising by reason of the release or disposition of any Hazardous Substances in, on or under the Premises during the Term that are caused by Tenant. 8.h.(4)(b). Tenant shall have no responsibility to the Landlord, or any other third party, for remedial action under R.C.W. Chapter 70.105D, or other federal, state, county or municipal laws, nor shall Tenant 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 Tenant. Landlord shall defend, indemnify and hold harmless Tenant, any financial institution or entity which finances in whole or in part Tenant's construction on the Premises, and their directors, officers, agents, employees, and contractors (collectively, "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, increased costs of construction and increased interest or other costs related to any loan obtained by Tenant in connection with the Premises, fees incurred by Tenant or any Indemnitee for attorneys, consultants, engineers, damages, environmental resource damages, and remedial action under R.C.W. 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 Tenant or the Indemnitees. 8.h.(4)(c). The provisions of this Subsection 8.h.(4) shall survive the expiration or sooner termination of the Term. No subsequent modification or termination of this Lease by agreement of the parties or otherwise shall be construed to waive or to modify any provisions of this Section unless the termination or modification agreement or other document expressly so states in writing. &h.(5). Dispute Resolution: In the event of any dispute between the parties concerning whether any Hazardous Substances were brought onto the Premises by Tenant, or whether any release of or disposition of any Hazardous Substance was caused by Tenant, 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 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. The two (2) selected AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ arbitrators, if unable to agree within a period of thirty (30) days after such appointment, as that term is defined in this Section, 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. 8.i. Aircraft Registration Compliance: The Tenant is hereby notified of the Washington State law concerning aircraft registration. See Exhibit C ("Aircraft Laws and Regulations, RCW 47.68.250: Public Highways and Transportation."). 8.i.(1). Tenant shall annually, during the month of January, submit a report of aircraft status to the Airport Manager. One copy of this report shall be used for each aircraft owned by the Tenant, and sufficient forms will be submitted to identify all aircraft owned by the Tenant and the current registration status of each aircraft. If an aircraft is unregistered, an unregistered aircraft report shall also be completed and submitted to the Airport Manager.- 8.i.(2). Tenant shall require from an aircraft owner proof of aircraft registration or proof of intent to register an aircraft as a condition of sub-leasing tie-down or hangar space for an aircraft. Tenant shall further require that annually, thereafter, each aircraft owner using the Tenant's Premises submit a report of aircraft status, or, if an aircraft is unregistered, an unregistered aircraft report. Tenant shall annually, during the month of January, collect the aircraft owners' reports and submit them to the Airport Manager. 8.j. Aircraft airworthiness: Aircraft placed, parked or stored other than within hangar buildings must be airworthy. Whenever an aircraft is temporarily undergoing repairs, a red tag must be affixed to the aircraft stating the type of repairs being made, the date repairs started, and the date repairs will be completed. When requested by the Landlord, the Tenant must provide a schedule showing when repairs will be completed. Landlord will allow reasonable revision of said schedule. The requirements of this Section 8.j shall be enforced against Tenant only to the extent that the restrictions are enforced against all similarly situated tenants at the Airport on a non-discriminatory basis. If after 15 calendar days after notice by Landlord to cure a violation of this provision, Tenant fails to adhere to an agreed-upon repair schedule, or fails to place and maintain the required red tag on the aircraft, then Tenant shall pay to Landlord a penalty equal to. $20.00 for each day from the end of the 15 day cure period described above until the day the aircraft is actually repaired. 9. MAINTENANCE: 9.a. Maintenance of Premises: The Premises and all of the improvements or structures thereon shall be used and maintained by Tenant in a neat, orderly, and sanitary manner. Landlord shall not be called upon to make any improvements, alteration, or repair of any kind upon the Premises, other than the installation of a window on the east side of the second floor AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ of the 790 Building. Tenant is responsible for the clean-up and proper disposal at reasonable and regular intervals of rubbish, trash, waste and leaves upon the Premises, including that blown against fences bordering the Premises, whether as a result of the operation of Tenant's aircraft tie-down storage activities or having been deposited upon the Premises from other areas. Tenant shall maintain in good condition and repair the Premises, subject to ordinary wear and tear, including without limitation, the interior walls, floors, and ceilings, the exterior and interior portions of all doors, windows, and glass, within the building and the parking areas, serving the Premises. Tenant shall make all repairs, replacements and renewals, whether ordinary or extraordinary, anticipated or unforeseen, that are necessary to maintain the Premises in the condition required by this Section. 9.b. Removal of Snow/Floodwater/Mud: Tenant shall remove from the Premises all snow and/or floodwaters or mud deposited therefrom, with the disposition thereof to be accomplished in such a manner so as to not interfere with or increase the maintenance activities of Landlord upon the public areas of the Airport. 9.c. Right to Inspect: Tenant will allow Landlord or Landlord's agent free access at all reasonable times to the Premises for the purpose of inspection, or of making repairs, additions or alterations to the Premises, or any property owned by or under the control of Landlord. Landlord shall provide ten (10) days' advance notice of any such inspection and use reasonable efforts not to interfere with Tenant's use of the Premises during any such inspection. I 9.d. Landlord May Perform Maintenance: If Tenant fails to perform Tenant's obligations under this Section, Landlord may, at its option, but shall not be required to, enter the Premises, after thirty (30) days' prior written notice to Tenant, except in the event of an emergency when no notice shall be required, and put the same in good order, condition and repair, and the cost thereof together with interest thereon at the rate of twelve (12%) percent per annum shall become due and payable as additional rental to Landlord together with Tenant's next installment of Rent. 10. ALTERATIONS: 10.a. Landlord's Consent Required for Alterations: Tenant will not make any alterations, additions or improvements in or to the Premises without the written consent of Landlord first having been obtained, which consent shall not be unreasonably withheld, conditioned, or delayed. 10.b. Protection from Liens: Before commencing any work relating to alterations, additions and improvements affecting the Premises ("Work"), Tenant shall notify Landlord in writing of the expected date of commencement of the Work. Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Premises free and clear of all mechanics' and materialmen's liens and other liens resulting from any Work. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ L requirements therefor in the State of Washington. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained by the claimant in its suit or before such judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic's or other liens, then Landlord may, at its option, in addition to any other rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord's demand, all reasonable costs (including reasonable attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon at the rate of twelve (12%) percent per year from the date of Landlord's payment of said costs. Landlord's payment of such costs shall not waive any default of Tenant under this Section. 10.c. Bond: At any time Tenant either desires to or is required to make any repairs, alterations, additions, improvements or utility installation thereon, or otherwise, Landlord may at its sole option require Tenant, at Tenant's sole cost and expense, to obtain and provide to Landlord a performance bond in an amount equal to one and one-half (1-1/2) times the estimated cost of such improvements, to insure Landlord against liability for mechanics and materialmen's liens and to insure completion of the work. This Section 10.d is subject to the terms of Exhibit E hereto. 10.d. Notification of Completion: Upon completion of capital improvements made on the Premises, Tenant shall promptly notify Landlord of such completion. 10.e. Landlord May Make Improvements: Tenant agrees that Landlord may, at its option and at its expense, make repairs, alterations or improvements which Landlord may deem necessary or advisable for the preservation, safety, or improvement of the building or utilities or Airport infrastructure on the Premises, if any. Landlord shall provide ten (10) days' advance notice of any such work and use reasonable efforts to not interfere with Tenant's use of the Premises during any such work. 11. IMPROVEMENTS: As further consideration for this lease, it is agreed that upon the expiration or sooner termination of the Term, all structures and any and all improvements of any character whatsoever installed on the Premises shall be and become the property of the Landlord, and title thereto shall automatically pass to Landlord at such time, and none of such improvements now or hereafter placed on the Premises shall be removed therefrom at any time without Landlord's prior written consent. During the Term, Tenant shall hold title to all improvements placed by Tenant on the Premises. Tenant covenants and agrees that Tenant will pay and satisfy in full all outstanding liens, or other debts, affecting or encumbering such improvements before transfer of ownership of such improvements to Landlord upon the expiration or sooner termination of the Term. Alternatively, Landlord may, at its option, require Tenant, upon the expiration or sooner termination of the Term, if any, to remove any AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ and all improvements and structures installed by Tenant from the Premises and repair any damage caused thereby, at Tenant's expense. 12. EXEMPTION OF LANDLORD FROM LIABILITY: Landlord or Landlord's agents shall not be liable for injury to persons or to Tenant's business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its authorized representatives, or any other person in or about the Premises, caused by or resulting from (a) fire, electricity, gas, water or rain which may leak or flow from or into any part of the Premises, (b) any defect in or the maintenance or use of the Premises, or any improvements, fixtures and appurtenances thereon, (c) the Premises or any improvements, fixtures and appurtenances thereon becoming out of repair, (d) the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, heating, ventilating or air conditioning or lighting fixtures of the Premises, (e) flooding of the Cedar River or other body of water, or from any other source whatsoever, whether within or without the Premises; or (f) any act or omission of any other tenant or occupant of the building in which the Premises are located, or their agents, servants, employees, or invitees, provided, that the foregoing exemption shall not apply to losses to the extent caused by Landlord's or its agents', contractors', or employees' negligence or willful misconduct. 13. INDEMNITY AND HOLD HARMLESS: Tenant shall defend, indemnify and hold harmless Landlord 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 Term, or (b) arising from any act or negligence of the Tenant or any of its agents, contractors, patrons, customers, employees, or invitees on the Airport, 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 Term in, on or about the Premises, and from and against all costs, attorney's fees, expenses, and liabilities incurred in or from any such claims or any action or proceeding brought against the Landlord by reason of any such claim, in each case except to the extent caused by the negligence of Landlord, its agents, contractors, employees, or its authorized representatives. Notwithstanding the foregoing, Tenant's indemnity shall not apply to claims arising from aviation activities of its patrons, customers, subtenants, or invitees. On notice from Landlord, Tenant, at Tenant's expense, shall defend any such action or proceeding forthwith with counsel reasonably satisfactory to, and approved by, Landlord. Landlord shall indemnify, defend, and hold Tenant harmless from and against any and all claims, losses, damages, costs, attorney's fees, expenses, and liabilities arising from the negligence or willful misconduct of Landlord or any of its agents, contractors, employees, or authorized representatives. On notice from Tenant, Landlord, at Landlord's expense, shall defend any such action or proceeding forthwith. The indemnity in this Section shall not apply to Hazardous Substances, which is addressed elsewhere in this Lease. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 14. ASSIGNMENT&SUBLETTING: 14.a. Assignment/Subletting: Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any assignment, encumbrance or sublease without Landlord's consent shall be void and shall constitute a default by Tenant under this Lease. No consent to any assignment or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment or sublease shall be made without Landlord's prior written consent. Before an assignment or sub-lease will be approved, the proposed assignee or sub- tenant must comply with provisions of the then current Airport Leasing Policies, including, but not limited to the "Analysis of Tenant's Financial Capacity," independent of Tenant's compliance or Financial Capacity. . 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 Tenant and concomitant transfer of ownership of said entity, (a) in the case of an assignment, the proposed assignee shall deliver to Landlord a written instrument duly executed by the proposed assignee stating that it has examined this Lease and agrees to assume, be bound by and perform all of Tenant's obligations under this Lease accruing after the date of such assignment, to the same extent as if it were the original Tenant, and (b) in the case of a stock transfer, Transferee shall deliver a written acknowledgment that it shall continue to be bound by all the provisions of this Lease after the transfer. Except in the case of an assignment of the full leasehold interest, any assignment permitted herein will not relieve Tenant of its duty to perform all the obligations set out in this Lease or addenda hereto. In no event will the assignment of the full leasehold interest or the complete sale of the stock or other interests in the entity constituting Tenant and concomitant transfer of ownership of said entity cause an extension of the Term of this Lease. 14.b. Permitted Subletting: Notwithstanding the provisions of Section 14.a. above, Tenant may sublet portions of the Premises for the purpose of airplane tie-down space, without Landlord's prior written consent, on a month-to-month or longer basis (but not longer than the Term), provided that Landlord is informed on at least an annual basis, in writing, of the name of the subtenant(s), the purpose of the sublease, the amount of the rental charged, and the type of aircraft stored (make, model and registration number). Additionally, such information shall be disclosed upon request by Landlord. 14.c. Conditions to Assignment or Sublease. Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall (i) incorporate this Lease by reference, (ii) expressly provide that the assignee or subtenant may not further assign or sublet the assigned or sublet space without Landlord's prior written consent (which consent shall not, subject to Landlord's rights under this Section, be unreasonably withheld, conditioned, or delayed), (iii) acknowledge that the assignee or subtenant will not violate the provisions of this Lease, and (iv) in the case of any assignment, acknowledge that Landlord may enforce the provisions of this Lease directly against such assignee. If this Lease is assigned, AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent from the assignee. Acceptance of rent by the Landlord shall not be a waiver of any of Landlord's remedies against Tenant for violation of provisions of this Lease. A subtenant may cure Tenant's default. In either event, Landlord shall apply the amount collected from the assignee or subtenant to Tenant's obligation to pay Rent under this Lease. 14.d. No Release of Tenant's Liability: Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant's obligations under this Lease, including the obligation to pay Rent under this Lease, unless Landlord otherwise agrees in writing. Notwithstanding the foregoing, in the event that Landlord'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 Lease accruing after such assignment, Tenant shall be relieved of all liability arising from this Lease and arising out of any act, occurrence or omission occurring after Landlord's consent is obtained. To the extent that any claim for which indemnification of the Landlord (including with respect to Hazardous Substances) arises after Tenant's complete assignment for conduct predating said assignment, the Tenant shall not be relieved of obligations or liability arising from this Lease. 14.e. Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a copy of the sublease and an executed Operating Permit and Agreement in which the subtenant agrees not to violate and to act in conformity with the terms and provisions of this Lease; provided, that no Operating Permit shall be required for the subletting of tie-down space for aircraft storage purposes. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant's obligations under this Lease arising on or after the date of the assignment. 14.f. No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger and shall terminate all or any existing subleases or subtenancies. 15. DEFAULT AND REMEDIES: 15.a. Default. The occurrence of any of the following shall constitute a default by Tenant under this Lease: 15.a.(1). Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of three (3) business days after notice of such default has been given by Landlord to Tenant. AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ 15.a.(2). Failure to Comply with Airport Regulations and Minimum Standards. Failure to comply with the Airport Regulations and Minimum Standards, if the failure continues for a period of twenty-four (24) hours after notice of such default is given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four (24) hours, then Tenant shall not be in default under this Lease if Tenant commences to cure the failure to comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to comply. However, said inability to cure within twenty-four (24) hours, diligence and good faith notwithstanding, cannot be based on financial incapacity. 15.a.(3). Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform is not cured within thirty (30) days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty (30) days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) days and diligently and in good faith continues to cure the default. 15.a.(4). Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take possession of substantially all of the Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease,.where such seizure is not discharged within sixty (60) days. 15.b. Additional Security: If Tenant is in default under this Lease, and such default remains uncured for more than three (3) business days after Landlord gives Tenant notice of such default, then Landlord, at Landlord's option, may require Tenant to provide adequate assurance of future performance of all of Tenant's obligations under this Lease in the form of a deposit in escrow, a guarantee by a third party acceptable to Landlord, a surety bond, a letter of credit or other security acceptable to, and approved by, Landlord. If Tenant fails to provide such adequate assurance within twenty (20) days of receipt of a request by Landlord for such adequate assurance, such failure shall constitute a material breach of this Lease and Landlord may, at its option,terminate this Lease. 15.c. Remedies. If Tenant commits a default, then following the expiration of the notice and cure periods set forth in Section 15.a above, Landlord shall have the following alternative remedies, which are in addition to any remedies now or later allowed by law, and Landlord shall use reasonable efforts to mitigate its damages: 15.c.(1). Maintain Lease in Force. To maintain this Lease in full force and effect and recover the Rent and other monetary charges as they become due, without terminating Tenant's right to possession, irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary, without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Premises; such property may be removed and AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ stored in a public warehouse or elsewhere at the cost of and on the account of Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the Term may elect to terminate this Lease by virtue of such previous default of Tenant so long as Tenant remains in default under this Lease. 15.c.(2). Terminate Lease. To terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default including without limitation thereto, the following: (i) any and all unpaid Rent which had been earned at the time of such termination, plus (ii) any and all Rent which would have been earned after termination until the time of occupancy of the Premises by a new tenant following the re-letting of the Premises, plus (iii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of business would be likely to result therefrom, including without limitation, any costs or expenses incurred by Landlord in (A) retaking possession of the Premises, including reasonable attorney fees therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises for re-letting to a new tenant, including repairs or necessary alterations to the Premises for such re-letting, (D) leasing commissions incident to re-letting to a new tenant, and (E) any other costs necessary or appropriate to re-let the Premises; plus (iv) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. The amounts referenced in this Section include interest at 12% per annum. 16. BINDING AGREEMENT: Subject to the restriction upon assignment or subletting as set forth herein, all of the terms, conditions, and provisions of this Lease shall be binding upon the parties, their successors and assigns, and in the case of a Tenant who is a natural person, his or her personal representative and heirs. 17. CONDEMNATION: If the whole or any substantial part of the Premises shall be condemned or taken by Landlord or any county, state, or federal authority for any purpose, then the Term shall cease as to the part so taken from the day the possession of that part shall be required for any purpose, and the rent shall be paid up to that date. From that day the Tenant shall have the right to either cancel this lease and declare the same null and void, or to continue in the possession of the remainder of the same under the terms herein provided, i except that the rent shall be reduced in proportion to the amount of the Premises taken for such public purposes. All damages awarded for such taking for any public purpose shall belong to and be the property of the Landlord, whether such damage shall be awarded as compensation for the diminution in value to the leasehold, or to the fee of the Premises herein leased. Damages awarded for the taking of Tenant's improvements located on the Premises shall belong to and be awarded to Tenant. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 18. SURRENDER OF PREMISES: Tenant shall quit and surrender the Premises at the end of the Term in as good a condition as the reasonable use thereof would permit, normal wear and tear excepted. Alterations, additions or improvements which may be made by either of the parties hereto on the Premises, except movable office furniture or trade fixtures put in at the expense of Tenant, shall be and remain the property of the Landlord and shall remain on and be surrendered with the Premises as a part thereof at the termination of this Lease without hindrance, molestation, or injury. Tenant may remove from the Premises movable office furniture or trade fixtures put in at the expense of Tenant. Tenant shall, at its expense, properly and promptly repair to Landlord's reasonable satisfaction any damage to the Premises occasioned by Tenant's use thereof, or by the removal of Tenant's movable office furniture or trade fixtures,—which repair shall include the patching and filling of holes and repair of structural damage. 19. INSURANCE: 19.a. Personal Property: Tenant, at its expense, shall maintain in force during the Term a policy of special form - causes of loss or all risk property insurance on all of Tenant's structures, alterations, improvements, trade fixtures, furniture and other personal property in, on or about the Premises, in an amount equal to at least their full replacement cost. Any proceeds of any such policy available to Tenant shall be used by Tenant for the restoration of Tenant's structures, alterations, improvements and trade fixtures and the replacement of Tenant's furniture and other personal property. Any portion of such proceeds not used for such restoration shall belong to Tenant. Tenant shall not be required to restore structures, alterations, improvements or trade fixtures if available insurance proceeds are not sufficient to do so. 19.b. Liability Insurance: Tenant, at its expense, shall maintain in force during the Term the following types of insurance (or equivalents): a policy of airport liability insurance (including premises liability, aircraft products and completed operations coverage, and hangar keepers liability coverage) with the following limits: Premises liability: $1,000,000 per occurrence, $2,000,000 annual aggregate; products and completed operations coverage: $1,000,000 per occurrence, $2,000,000 annual aggregate; hangar keepers liability: $1,000,000 each aircraft and, $1,000,000 per occurrence; storage tank liability insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate; operator of aircraft liability insurance in the amount of $1,000,000 per occurrence. Notwithstanding the foregoing, if any similarly situated tenant at the Airport is required to carry insurance coverages or limits lower than those required under this Lease, Tenant's insurance obligations shall be limited to those lower requirements, and Landlord shall provide reasonable information about insurance requirements applicable to other tenants upon request. The limits of said insurance shall not, however, limit the liability of Tenant hereunder. Landlord shall be named as an additional insured on Tenant's airport liability insurance solely with respect to the operations of the named insured (i.e., Tenant), Tenant with that coverage being primary and non-contributory with any other policy(ies) carried by, or available to, Landlord. No such policy shall be AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ I • 0 cancelable or subject to reduction of coverage below the required limits except after forty-five (45) days' prior written notice to Landlord. 19.c. Insurance Policies: Insurance required hereunder shall-be written by a company or companies authorized to do business in the State of Washington, rated A-VIII or better in the most recent edition of "Best's Insurance Guides." The Liability Insurance limits set out in Section 19.b shall be subject to change every 6 years, to coincide with the rental adjustment date. The new Liability Insurance limits shall be established by the then current limits being imposed by Landlord on Airport tenants within the immediately preceding 6 years. Insurance required herein shall provide coverage on an occurrence basis, not a claims-made basis. Notice of increased minimum insurance coverage amounts shall be sent to the Tenant at least ninety (90) days prior to the annual renewal date of the Tenant's insurance. Prior to possession (but for the property insurance, upon the issuance of a certificate of occupancy), the Tenant shall deliver to Landlord documents, in a form acceptable to Landlord, evidencing the existence and amounts of such insurance. Tenant shall, not less than fourteen (14) calendar days prior to the expiration of such policies, furnish Landlord with evidence of renewal of such insurance, in a form acceptable to Landlord. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies referred to above. Tenant shall forthwith, upon Landlord's demand, reimburse Landlord for any additional premiums for insurance carried by Landlord attributable to any act or omission or operation of Tenant causing such increase in the cost of insurance. If Tenant shall fail to procure and maintain such insurance, then Landlord may, but shall not be required to, procure and maintain the same, and Tenant shall promptly reimburse. Landlord for the premiums and other costs paid or incurred by Landlord to procure and maintain such insurance. 19.d. Waiver of Subrogation: Tenant and Landlord each waives any and all rights of recovery against the other, or against the officers, employees, agents and representatives of the other, for loss of or damage to such waiving party or its property or the property of others under its control, where such loss or damage is insured against under any insurance policy in force at the time of such loss or damage or, in the case of Landlord, that would be covered under a property insurance policy for the full replacement value of any improvements owned by Landlord at the Airport. Tenant 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 Lease. 20. TAXES: Tenant shall be responsible for the payment of any and all taxes and assessments upon any property or use acquired under this Lease and upon any alterations or improvement made by Tenant to the Premises. 21. HOLDING OVER: If Tenant, without Landlord's prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least thirty (30) days prior to the end of any such monthly period or by Tenant by a notice AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ given to Landlord at least thirty (30) days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those pertaining to term, shall apply to the month-to-month tenancy. 22. NO WAIVER: It is further covenanted and agreed between the parties hereto that no waiver by Landlord of a breach by Tenant of any covenant, agreement, stipulation, or condition of this lease shall be construed to be a waiver of any succeeding breach of the same covenant, agreement, stipulation, or condition, or a breach of any other covenant agreement, stipulation, or condition. The acceptance by the Landlord of rent after any breach by the Tenant of any covenant or condition by Tenant to be performed or observed shall be construed to be payment for the use and occupation of the Premises and shall not waive any such breach or any right of forfeiture arising therefrom. 23. NOTICES: All notices or requests required or permitted under this Lease shall be in writing; shall be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return receipt requested, postage prepaid, and shall be deemed delivered on receipt or refusal. All notices or requests to Landlord shall be sent to Landlord at Landlord's Address set forth below and all notices or requests to Tenant shall be sent to Tenant at Tenant's Address set forth below. Landlord's Address: Airport Manager 616 West Perimeter Road, Unit A Renton, Washington 98057 Tenant's Address: Rainier Flight Services 790 West Perimeter Road, Unit B Renton, Washington 98057 Either party may change the address to which notices shall be sent by written notice to the other party. 24. DISCRIMINATION PROHIBITED: 24.a. Discrimination Prohibited: Tenant covenants and agrees not to discriminate against any person or class of persons by reason of race, color, creed, sex or national origin in the use of any of its facilities provided for the public in the Airport. Tenant further agrees to furnish services on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge on a fair, reasonable and not unjustly discriminatory basis for each unit of service; provided that Tenant may make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. 24.b. Minority Business Enterprise Policy: It is the policy of the Department of Transportation that minority business enterprises as defined in 49 C.F.R. Part 23 shall have the maximum opportunity to participate in the performance of leases as defined in 49 C.F.R. 23.5. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ Consequently, this lease is subject to 49 C.F.R. Part 23, as applicable. No person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases covered by 49 C.F.R. Part 23, on the grounds of race, color, national origin or sex. 24.c. Application to Subtenants: Subject to the provisions of Section 14 of this Lease, Tenant agrees that it will include the above clause in all assignments of this lease or sub-leases, and cause its assignee(s) and subtenant(s) to similarly include the above clause in further assignments or subleases of this Lease. 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 Lease, then performance of such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not, however, operate to excuse Tenant from the prompt payment of rent, or any other payment required by the terms of this Lease, to be made by Tenant. 26. TRANSFER OF PREMISES BY LANDLORD: In the event of any sale, conveyance, transfer or assignment by Landlord of its interest in the Premises, Landlord shall be relieved of all liability arising from this Lease and arising out of any act, occurrence or omission occurring after the consummation of such sale, conveyance, transfer or assignment. The Landlord's transferee shall be deemed to have assumed and agreed to carry out all of the obligations of the Landlord under this Lease, including any obligation with respect to the return of any security deposit. 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 Lease, including any action by Landlord for the recovery of Rent or possession of the Premises, the prevailing party shall be entitled to reasonable attorneys' fees and costs of litigation as established by the court. If the matter is not litigated or resolved through a lawsuit, then any attorneys' fees for collection of past-due rent or enforcement of any right of Landlord or duty of Tenant hereunder shall entitle Landlord to recover, in addition to any late payment charge, any costs of collection or enforcement, including reasonable attorney's fees. 28. EMERGENCY RESPONSE: Tenant must provide to the Airport Manager reasonable access and response in times of emergency or urgency. The Tenant is wholly responsible to keep an up-to-date listing of aircraft types, identification, and owners on file and at the Airport Manager's office. AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ 0 0 29. DEFINITIONS: As used in this Lease, the following words and phrases, whether or not capitalized, shall have the following meanings: "Additional Rent" means any charges or monetary sums to be paid by Tenant to Landlord under the provisions of this Lease other than Minimum Monthly Rent. "Authorized representatives" means any officer, agent, employee, independent contractor or invitee of either party. "Expiration" means the coming to an end of the time specified in the Lease as its duration. "Hazardous Substances" means any and all material, waste, chemical, compound, substance, mixture or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under any Environmental Laws and Requirements as a "hazardous constituent," "hazardous substance," "hazardous material," "extremely hazardous material," "hazardous waste," "acutely hazardous waste," "hazardous waste constituent," "infectious waste," "medical waste," "biohazardous waste," "extremely hazardous waste," "pollutant," "toxic pollutant" or "contaminant." The term "Hazardous Substances" includes, without limitation, any material or substance which is (i) hexavalent chromium; (ii) pentachlorophenol; (iii) volatile organic compounds; (iv) petroleum; (v) asbestos; (vi) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq. (33 U.S.C. § 1321); (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903); (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601); or (ix) designated as a "hazardous substance" pursuant to the .Washington Model Toxics Control Act, RCW 70.105D.010 et seq. "Parties" means Landlord and Tenant. "Person" means one or more human beings, or legal entities or other artificial persons, including without limitation, partnerships, corporations, trusts, estates, associations and any combination of human beings and legal entities. "Rent" means Minimum Monthly Rent, as adjusted from time to time under this Lease, and Additional Rent. 30. GENERAL PROVISIONS: 30.a. Entire Agreement: This Lease sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Lease may not be amended or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 30.b. Governing Law: This Lease shall be governed by, and construed and enforced in accordance with,the laws of the State of Washington. 30.c. Severability: Should any of the provisions of this Lease be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 30.d. Jurisdiction and Venue: In the event any action is brought to enforce any of the provisions of this Lease, the parties agree to be subject to exclusive in personam jurisdiction in the Superior Court of the State of Washington in and for the County of King or in the United States District Court for the Western District of Washington. 30.e. Waiver: No waiver of any right under this Lease shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Lease. 30.f. Captions: Section captions contained in this Lease are included for convenience only and form no part of the agreement between the parties. 30.g. Assignee as Tenant: The term "Tenant" shall be deemed to include the assignee where there is a full assignment of the Lease. 30.h. Effectiveness: This Lease shall not be binding or effective until properly executed and delivered by Landlord and Tenant. 30.i. Gender and Number: As used in this Lease, the masculine shall include the feminine and neuter, the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require. 30.j. Time of the Essence: Time is of the essence in the performance of all covenants and conditions in this Lease for which time is a factor. 30.k. Joint and Several Liability: If Tenant is composed of more than one person or entity, then the obligations of all such persons and entities under this Lease shall be joint and several. 30.1. No Recordation Without Consent of Landlord: Tenant shall not record this Lease or any memorandum of this Lease without Landlord's prior written consent. This Section 30.1 is subject to the terms of Exhibit G hereto. AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ L • • 30.m. Cumulative Remedies: No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. 30.n. Corporate Authority: If Tenant is a corporation or limited liability company, each individual executing this Lease on behalf of said corporation or limited liability company represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation or limited liability company pursuant to duly enacted resolutions or other action of such corporation or limited liability company and that this Lease is binding upon said corporation or limited liability company in accordance with its terms. 30.o. Addenda: The provisions of this Lease shall be subject to those of any Addenda and Exhibits attached hereto. AIR:\fi lesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ i TENANT: LANDLORD: RAINIER FLIGHT SERVICES, LLC THE CITY OF RENTON a Washington Limited Liability Company a Washington municipal corporation By: By: Mayor, Denis Law Its: Date: 3/ZYr(t Date: 3 Y/l ATTEST: rrut�ti0• �G�e� City Clerk, Bonnie Walton Date: Approved as to legal form: Lawrence J. Warren, City Attorney i AIR:\fi lesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ STATE OF WASHINGTON ) ss. COUNTY OF 9��-4 ) I certify that I know or have satisfactory evidence that 69d40r riW ld 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 pad)lc y of figialer, Fhghf Servr-erZe a LLC_ , to be the free and voluntary act of such for the uses and purposes mentioned in the instrument. Dated this day of 209,]. [Signature of Notary] [Print Name of Notary] Notary Public in and for the State of ry _ Washington, residing at Nen f0 n 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 . 200_. [Signature of Notary] [Print Name of Notary] Notary Public in and for the State of Washington, residing at My commission expires: AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ 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 , 200_. I [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 ) 1 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 , 200_. [Signature of Notary] [Print Name of Notary] Notary Public in and for the State of Washington, residing at My commission expires: AIR:\filesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ EXHIBIT A 790 Building(Quonset Hut) 2nd Floor Leased Space AIR:\fi lesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ N1m1`AMT�Y.R'wl�a Mitt• 1ntt0.VNtp..0 FT 1?�Od2Jld NO ObL # 9NICI IInG L c (40 Bull o3)moaa apMse3 Q' O � LL a v N �+ 0 g x 3 a i O. W N H c tl z o a 5 E x a. I 0 o O O t° O 0 „ _ z oo x v N° E k .tn s M 2 i •� N i m a O o = Q !. n _ cr cc d N • N ./�..�� so U it i 11 iL W i o N c E x E t ev LL N E rr o X to E m .. W ---j °O ° i Q b I 1 = p I ff i g I e a 0 O _ LL E � u- J I I � I = 0 g i gp8 3 Q EXHIBIT B Ground Lease Map AIR:\fi lesys\Admin\Leases and Operating Permits\Rainier Flight Services\Lease\ LL-fOK7 AM/15-9 99090 .001-.1 3/YN 3N!ONNYMO 'ON 1�3fONd 31YOS ' WI'49l92t.tl WM{W@ VA. -._ NO1N311 ......_--.--- - -N8 0310LddY J�p il6 NNYW No1N321-40 ALUO —ae avrrsa Tw m'anam i U)°b{ W fE H - $84.50'50'W 69.00 a — — 356.66 — — a � 11 I 9 Z 3 N Ln x 0 tD ^ O W �in 31 cr V � a`Oilm a�� M vl O p Q W y N65'10•17'E �7 o 373.94' 7 I I 2¢ ¢ U W X a I } z UJ M o0 y r1 h �f` O F b rN115 J^ v N 2C 3 c N a a F a. z¢ W�1�pp z�KO 30 1'y �2? W p N85'10'17'E m A I o -a b M 7248'N• 2 76 F_ 2 w �.(�V�1 437 N N O 9 F y2 O q41 z 60.33' zz°e ¢ I �� _ N 8742'14 ' �`a w mU¢ �� zp I I ro 109T I _ w Q zi 2 o V �W C� cp I W Z'o O y WOb N ~ O Z¢VN?W? W nvbrn I LY O'�O 2 584-22'34 58544'31"W 585'11.07°W o G w 3 i vkii �- 28206' 89.00' W o t- 'Z cWi CC xx�1. 8 W if ^N Q y p o W ac V'n LF_ I^ °^° � I c"'io vWiak�Ti- LL�< n m �4 2 pQ Oh�b 24Nyn N WU _ _S85'10'50"W Re W b m ro ww�zW � m V WW 271.86' — — 2a oaWN W-Q ° ¢ 00 ho iz°> Off N ¢ W O'W 3 2 2�— ^ z 23�35°J��2 ° 321.35 �F CL Q: NBS1'07"E F 0 �� ' o z 'O^ OL n J �3 c°i2 2 EXHIBIT C Aircraft Laws and Regulations, RCW 47.68.250: Public Highways and Transportation. AIR:\filesys\Admi n\Leases and Operating Permits\Rainier Flight Services\Lease\ RCW 47.68.250: Registratidf aircraft. Page 1 of 2 ch Help Inside the Legislature RCWs>Title 47>Chapter 47.68>Section 47.68.250 is Find Your Legislator 47.68.240<< 47.68.250>> 47.68.255 * Visiting the Legislature * Agendas,Schedules and RCW 47.68.250 Calendars * Bill Information Registration of aircraft. * Laws and Agency Rules * Legislative Committees Every aircraft shall be registered with the department for each calendar year in which the tic Legislative Agencies aircraft is operated or is based within this state.A fee of fifteen dollars shall be charged for * Legislative Information each such registration and each annual renewal thereof. Center * E-mail Notifications Possession of the appropriate effective federal certificate,permit,rating,or license (Listserv) relating to ownership and airworthiness of the aircraft,and payment of the excise tax * Civic Education imposed by Title 82 RCW for the privilege of using the aircraft within this state during the year for which the registration is sought,and payment of the registration fee required by this •* History of the State section shall be the only requisites for registration of an aircraft under this section. Legislature Outside the Legislature The registration fee imposed by this section shall be payable to and collected by the secretary.The fee for any calendar year must be paid during the month of January,and shall * Congress-the Other be collected by the secretary at the time of the collection by him or her of the said excise tax. Washington If the secretary is satisfied that the requirements for registration of the aircraft have been met, * TVW he or she shall thereupon issue to the owner of the aircraft a certificate of registration Washington Courts therefor.The secretary shall pay to the state treasurer the registration fees collected under this section,which registration fees shall be credited to the aeronautics account in the * OFM Fiscal Note Website 1 transportation fund. des It shall not be necessary for the registrant to provide the secretary with originals or copies ash)ngtott" of federal certificates,permits,ratings,or licenses.The secreta ry shall issue certificates of registration,or such other evidences of registration or payment of fees as he or she may deem proper;and in connection therewith may prescribe requirements for the possession and exhibition of such certificates or other evidences. .< The provisions of this section shall not apply to: � 90 (1)An aircraft owned by and used exclusively in the service of any government or any political subdivision thereof,including the government of the United States,any state, territory,or possession of the United States,or the District of Columbia,which is not engaged in carrying persons or property for commercial purposes; (2)An aircraft registered under the laws of a foreign country; (3)An aircraft which is owned by a nonresident and registered in another state: PROVIDED,That if said aircraft shall remain in and/or be based in this state for a period of ninety days or longer it shall not be exempt under this section; (4)An aircraft engaged principally in commercial flying constituting an act of interstate or foreign commerce; (5)An aircraft owned by the commercial manufacturer thereof while being operated for test or experimental purposes,or for the purpose of training crews for purchasers of the aircraft; (6)An aircraft being held for sale,exchange,delivery,test,or demonstration purposes solely as stock in trade of an aircraft dealer licensed under Title 14 RCW; (7)An aircraft based within the state that is in an unairworthy condition,is not operated within the registration period,and has obtained a written exemption issued by the secretary. The secretary shall be notified within thirty days of any change in ownership of a http://apps.leg.wa.gov/rcw/default.aspx?cite=47.68.250 03/02/2011 RCW 47.68.250: Registratio aircraft. Page 2 of 2 registered aircraft.The notification shall contain the N,NC,NR,NL,or NX number of the aircraft,the full name and address of the former owner,and the full name and address of the new owner. For failure to so notify the secretary,the registration of that aircraft may be canceled by the secretary,subject to reinstatement upon application and payment of a reinstatement fee of ten dollars by the new owner. A municipality or port district that owns,operates,or leases an airport,as defined in RCW 47 68.020.,with the intent to operate,shall require from an aircraft owner proof of aircraft registration as a condition of leasing or selling tiedown or hanger space for an aircraft. It is the responsibility of the lessee or purchaser to register the aircraft.The airport shall work with the aviation division to assist in its efforts to register aircraft by providing information about based aircraft on an annual basis as requested by the division. [2003 c 375§4;1999 c 302§2;1998 c 188§1;1995 c 170§3;1993 c 208§7;1987 c 220§3;1979 c 158§ 206;1967 ex.s.c 9§8;1955 c 150§11;1949 c 49§12;1947 c 165§25;Rem.Supp:1949§10964-105. Formerly RCW 1_..4...0..4....250.] Notes: Effective date--2003 c 375: See note following RCW 47.68.240. Severability--1987 c 220: See note following RCW 47..68 230. Aircraft dealers:Chapter.4.20 RCW. Definition of terms: RCW 14..20.01.0,4.768.020. http://apps.leg.wa.gov/rcw/default.aspx?cite=47.68.250 03/02/2011 i