HomeMy WebLinkAboutLease 0 • LAG-12-004
GROUND LEASE ORIGINAL
Between
City of Renton and Bosair, LLC
THIS GROUND LEASE (hereinafter "Lease") is made and entered into this 1st day of
October, 2012 by and between THE CITY OF RENTON, a Washington municipal corporation
(hereinafter "Landlord") and Bosair, a Washington Limited Liability Company (hereinafter
"Tenant"). This Ground Lease supersedes LAG 86-003.
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;
Ground Lease;
Exhibit A—Lease Map and Legal Description (Bosair Lease Area);
Exhibit A-1—Building(s) to Remain/Demolish;
Exhibit B—Aircraft Laws and Regulations;
Exhibit C— Landlord's Consent to Recordation;
Appendix 1— Foregoing 287 Hangar Building Reversion and Improvements;
Appendix 2— Parties' Schedule of Demolition and Construction;
Appendix 3—Former Fuel Farm Agreement; and
Appendix 4—Leasehold Mortgage;
Appendix 5—Term Exceeding Base Lease Term.
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 parcel
of land shown on Exhibit "A" (captioned "Lease Map and Legal Description"), which is attached
hereto and incorporated herein by this reference (hereinafter, "Premises") which is 80,811.88
square feet in size or 1.86 acres.
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
1
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..
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). Any easements as set forth in Exhibit A; and
2.a.(2). 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;
2.a.(3). All such non-discriminatory charges and fees for such use of the Airport as may
be established from time to time by Landlord; and
2.a.(4). The provisions of this lease as set for in Appendix 1 — Foregoing 287 Hangar
Building Reversion and Improvements, Appendix 2 — The Parties' Schedule of Demolition and
Construction, Appendix 3 — Former Fuel Farm Agreement, and Appendix 4 — Leasehold
Mortgage.
2.b. No Conveyance of Airport: This Lease shall in no way be deemed to be a
conveyance of the Airport, and shall not be construed as providing any special privilege for any
public portion of the Airport except as described herein. The Landlord reserves the absolute
right to lease or permit the use of any portion of the Airport for any purpose deemed suitable
for the Airport, except that portion that is leased hereby.
2.c. Nature of Landlord's Interest: It is expressly understood and agreed that
Landlord holds and operates the Airport and the Premises under and subject to a grant and
conveyance thereof to Landlord from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
and recorded in Volume 2668 of Deeds, Page 386; and further that Landlord holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that the Tenant also accepts and will
hold and use this Lease and the Premises subject thereto and to all contingencies, risks, and
eventualities of or arising out of the foregoing, and if this Lease, its Term, or any conditions or
provisions of this Lease are or become in conflict with or impaired or defeated by any such
2
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. Term: The term of this lease (herein referred to as "Term") as to the entire
Premises shall be for a forty (40) year period commencing on the mutual execution of this
Lease, and terminating on September 30, 2052 (hereinafter "Expiration Date"). There will be
no extensions of this Ground Lease.
4. RENT:
4.a. Minimum Monthly Rent: Tenant shall pay to Landlord a Minimum Monthly Rent
in the sum of four thousand two hundred forty two dollars and sixty two cents ($4,242.62),
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, beginning on the Commencement Date, is
computed as follows:
(80,811.88 square feet)($0.63 per square foot per year) = $50,911.48/yr, ($50,911.48/12
months = $4,242.62 per month) PLUS, leasehold excise tax.
4.b. Periodic Rental Adjustment: The Minimum Monthly Rent shall be subject to
automatic adjustment on the third (3rd) anniversary of the Commencement Date and every
three years thereafter on the anniversary of the Commencement Date any of which shall
hereinafter be referred to as "Adjustment Date") as follows:
As used in this Section 4.b, "Index" means the Consumer Price Index for All Urban
Consumers for Seattle-Tacoma-Bremerton All Items (1982-84=100) (CPI-U) published by
the United States Department of Labor, Bureau of Labor Statistics; "Beginning Index"
3
i •
means the Index which is published nearest, but preceding, the Commencement Date;
and "Adjustment Index" means the Index which is published nearest, but preceding,
each Adjustment Date.
For the first Periodic Rent Adjustment, if the Adjustment Index has increased over the
Beginning Index, the Minimum Monthly Rent payable for the following three (3) year
period (until the next Adjustment Date) shall be set by multiplying the Minimum
Monthly Rent provided for in Section 4.a. of this Lease by a fraction, the numerator of
which is the Adjustment Index and the denominator of which is the Beginning Index.
The product shall be the "Adjusted Monthly Rent." In no event shall the Minimum.
Monthly Rent determined pursuant to this paragraph be less than the Minimum
Monthly Rent set forth in Section 4.a. of this Lease.
For the second and any subsequent Periodic Rent Adjustment, if the Adjustment Index
is greater than the Adjustment Index three years prior, then the Minimum Monthly
Rent payable for the following three (3) year period (until the next Adjustment Date)
shall be set by multiplying the then current Minimum Monthly Rent by a fraction, the
numerator of which is the Adjustment Index and the denominator of which is the
Adjustment Index from three years prior. The product shall be the "Adjusted Monthly
Rent." In no event shall the Minimum Monthly Rent determined pursuant to this
paragraph be less than the then current Minimum Monthly Rent.
4.c. Notice of Request for Rental Readiustment Other than Index: Landlord and
Tenant do hereby further agree that at least one hundred eighty (180) days prior to any
Adjustment Date, either party shall, if they desire to adjust the Minimum Monthly Rent for the
ensuing three (3) year period by a means other than the Index, provide to the other party a
written request for readjustment of the Rental Rate per Square Foot pursuant to RCW
14.08.120(5).
4.d. Dispute Resolution Re: Readiustment of Rental Rate:
4.d.(1). Promptly after either party receives the Notice identified in 4.c. above
(hereinafter in this Section 4.d, "Notice"), the parties (or their designated representatives) shall
promptly meet and attempt to agree on the Rental Rate per Square Foot for the ensuing three
(3) year period.
4.d.(2). If the parties have not agreed on the Rental Rate per Square Foot for the
ensuing three (3) year period within one hundred twenty (120) days after either party receives
the Notice then, unless otherwise agreed in writing by the parties, the matter shall be
submitted to arbitration in accordance with the terms of the following subparagraphs in 4.d.
The last day of such one hundred twenty (120) day period (as the same may be extended by
the written agreement of the parties) is referred to in this Lease as the "Arbitration
Commencement Date."
4
4.d.(2).a. Within fifteen (15) days after the Arbitration Commencement Date, each
party shall provide the other party with written notice of its proposed rental rate per
square foot for the ensuing three (3) year period (the "Rental Rate Notice"). The matter
shall then be submitted for decision to an arbitrator selected by the parties (the
Deciding Arbitrator"). The Deciding Arbitrator shall be a commercial real estate broker
with an active real estate license in the State of Washington who has been active over
the ten (10) year period ending on the Arbitration Commencement Date in the leasing
of airport property, or an appraiser who is a member of the American Institute of Real
Estate Appraisers, the Society of Real Estate Appraisers, or other appraisal society or
association having equivalent ethical and professional standards and who has
experience in appraising airport properties, who is not then representing either Tenant
or Landlord and has not represented Tenant or Landlord during the five (5) year period
ending on the Arbitration Commencement Date.
4.d.(2).b. If Landlord and Tenant have not agreed on the Deciding Arbitrator within
thirty (30) days after the Arbitration Commencement Date, each shall select an
arbitrator who shall be qualified under the same criteria as set forth above for the
Deciding Arbitrator, and so.notify the other party in writing within ten (10) days after
the end of such thirty (30) day period. The two arbitrators so chosen by the parties
shall then appoint, within ten (10) days after the date of appointment of the last
appointed arbitrator, a third arbitrator who will be designated as the Deciding
Arbitrator. If either party fails to select its arbitrator within such ten (10) day period
.and the other party timely selects its arbitrator, then the arbitrator selected by the
other party shall be the sole arbitrator for determining who will act as the Deciding
Arbitrator. If the two arbitrators chosen by the parties cannot agree on the Deciding
Arbitrator within ten (10) days after the date the second arbitrator has been appointed,
the Deciding Arbitrator will be appointed by the then presiding judge of the King County
Superior Court upon the application of either party.
4.d.(2).c. Within thirty (30) days after the selection of the Deciding Arbitrator pursuant
to subparagraph 4.d.(2).a. or 4.d.(2).b. above, the Deciding Arbitrator shall determine
the rental rate per square foot by selecting either the rental rate per square foot as
stated in either the Landlord's or Tenant's Rental Rate Notice as required in 4.d.(2).a.
The Deciding Arbitrator shall have no power to average such amounts or to designate a
rental rate per square foot other than that sp e cifi ed in either Landlord's or T n nt's
Rental Rate Notice.
5
4.d.(2).d. Both parties may submit any additional information to the Deciding
Arbitrator for his or her consideration, with copies to the other party within ten (10)
days after the selection of the Deciding Arbitrator. The parties may provide responsive
materials that relate only to the additional information provided by the other party to
the Deciding Arbitrator within ten (10) days after receipt of the additional information.
No further materials will be submitted to the Deciding Arbitrator. The Deciding
Arbitrator shall have the right to consult experts and competent authorities for factual
information or evidence pertaining to the determination of the rental rate per square
foot. The Deciding Arbitrator shall render his or her decision by written notice to each
party. The determination of the Deciding Arbitrator will be final and binding upon
Landlord and Tenant. The cost of the arbitration (including the charges of the arbitrator
selected by the other party but not the cost of the other party's appraisal) will be paid
by Landlord if the Deciding Arbitrator selects the Tenant's Rental Rate Notice.
Conversely, the cost of the arbitration (including the charges of the arbitrator selected
by the other party but not the cost of the other party's appraisal) will be paid by Tenant
if the Deciding Arbitrator selects the Landlord's Rental Rate Notice.
4.d.(2).e. The readjusted rental in each case, whether determined by arbitration or by
agreement of the parties themselves, shall be effective as of the rental Adjustment
Date.
4.e. Late Payment Charge: If any Rent is not received by Landlord from Tenant by
the third (3rd) 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.
4.f. 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.
6
5. LEASEHOLD EXCISE TAX: Tenant shall pay to Landlord the leasehold excise tax as
established by RCW Chapter 82.29A, as amended,-or any replacement thereof, which tax shall
be in addition to the Minimum Monthly Rent and other charges payable under this Lease and
shall be paid separately to the Director of Finance, City of Renton, at the same time the
Minimum Monthly Rent is due. If the State of Washington or any other governmental
authority having jurisdiction thereover shall hereafter levy or impose any similar tax or charge
on this Lease or the leasehold estate, then Tenant shall pay such tax or charge when due. Such
tax or charge shall be in addition to Minimum Monthly Rent and other charges payable under
this Lease.
6. PAYMENT OF UTILITIES AND RELATED SERVICES: Tenant shall pay for all utilities
and services used in the Premises, including without limitation electricity, gas, water, sewer,
garbage removal, janitorial service, and any other utilities and services used in the Premises.
Landlord shall not be liable for any loss or damage caused by or resulting from any variation,
interruption, or failure of any utility services due to any cause whatsoever, 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:
7.a. Acceptance of Premises: Tenant accepts the Premises in their "AS IS" condition,
except as otherwise provided in Appendix 2 -Parties' Schedule of Construction. 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.
7.b. Landlord Demolition and Improvements: Landlord shall complete certain work on
or near the Premises at its sole cost and expense as described in Appendix 2, Parties' Schedule
of Demolition and Construction.
7.c. Phase I Environmental Assessment and Remediation: Within forty-five (45) days
after the mutual execution of this Lease and prior to initiation of the demolition of any
structures, Tenant, at its sole cost and expense, shall cause an environmental expert to
complete an environmental audit of the Premises including sampling of soil and groundwater
sufficient to characterize environmental conditions at the site. The scope of the audit shall be
7
subject to Landlord's prior written approval, which shall not be unreasonably withheld.. The
results of the audit will establish a "baseline" environmental status of the Premises. Tenant
shall not be responsible for any Hazardous Substances existing on the Premises that are not
caused by Tenant or its contractors, agents, or employees, whether or not identified in the
audit. In addition, if any Hazardous Substances on the Premises are not identified in the audit
but are discovered during the construction by Tenant of improvements on the Property, and
the presence of which was not caused by Tenant or Tenants agents, contractors, licensees, or
other representatives, Landlord, at its cost and expense, shall either perform, or cause to have
performed the Remediation of such Hazardous Substances or shall reimburse Tenant for any
costs incurred by Tenant in performing such Remediation, and if the severity of the
Remediation necessitates Washington State Department of Ecology ("DOE") involvement, then
Landlord shall obtain a "No Further Action Letter" or other resolution from DOE. Any
restrictive covenant proposed by DOE as a condition to issuing the "No Further Action Letter"
or other form of resolution shall not restrict significantly or substantially Tenant's normal
operations on the Premises.
If any Hazardous Substances on the Premises are not identified in the audit but are discovered
during the construction by Tenant of improvements on the Property and construction is halted,
Minimum Monthly Rent and all other amounts due hereunder shall abate in proportion to the
interruption until such Hazardous Materials have been investigated and remediated as
required by this Section 7.c and Landlord has obtained the "No Further Action Letter" or other
form of resolution from DOE. In addition, the Commencement Date shall be delayed by the
length of any resulting construction delays upon written agreement between the parties.
Notwithstanding the foregoing, there will be no abatement of rent if the presence of the
Hazardous Substance was caused by Tenant.
7.d. Provision of Restroom Facilities: Tenant agrees to construct and/or provide
restroom and/or toilet facilities for use by the flying public during normal business hours. The
facilities so provided must be accessible by sub-tenants 24-hours per day, 7-days per week.
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). Aircraft Maintenance and Repair including inspection, major and minor repair,
and major and minor alteration of airframes, engines, avionics, interiors and aircraft
components;
8.a.(2). Storage and tie-down of aircraft, both indoors and outdoors (and float storage);
8.a.(3). Sale and storage of aircraft parts, components and pilot supplies;
8.a.(4). Aircraft servicing with fluids and compressed gases;
8
8.a.(5). Aircraft grooming;
8.a.(6). Aircraft sales, leasing, and management;
8.a.(7). Aircraft Restoration Services;
8.a.(8). Flight Instruction; and
8.a.(9) Air Taxi/Charter
If the Tenant desires to become a full service fixed based operator selling aviation fuel to the
public, the Landlord will approve an amendment to this Lease allowing an additional Purpose
of Use to permit the sale of Avgas or Jet A fuel from the premises. In that event, such
additional use will become a Continuous Use as required in Section 8.b, below.
8.b. Continuous Use: Following the construction of improvements on the Premises by
Tenant as described in Appendix 2, Parties' Schedule of Demolition and Construction, Tenant
covenants that the Premises shall be continuously used for those purposes set out in 8.a.(1)
and 8.a.(2), and some or all of the remaining purposes set forth above, during the Term, 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. 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. Si&ns:
8.d.(1). 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.d.(2). Building Address: The building street number, as assigned by the City of
Renton, shall be displayed in the upper right-hand corner of the East and West side of each
building, as viewed from Perimeter Road and the Taxiway. The number type and color shall be
as directed by the Airport Manager, and the number size shall be as required by current Fire
Code.
8.e. Conformity with Laws, Rules and Regulations: Tenant shall comply with applicable
federal, state, county and municipal laws, ordinances and regulations concerning the Premises
and Tenant's use of the Premises. Tenant shall keep and operate the Premises and all
structures, improvements, and activities in or about the Premises in conformity with 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
9
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.
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
10
adverse harm to the Premises or the Airport, or (ii) an emergency exists. Tenant shall
reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in
connection with such compliance activities, and such obligation shall continue even after
expiration or termination of the Term. Tenant shall notify Landlord immediately of any release
of any Hazardous Substances in, on or under the Premises.
8.h.(4). Indemnity:
8.h.(4)(a). Landlord shall have no responsibility to the Tenant, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or any other federal, state, county or
municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or
under the Premises during the Term that 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 that 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.
8.11.(4)(c). The provisions of this Subsection 8.h.(4) shall survive the expiration or
sooner termination of the Term. No subsequent modification or termination of this Lease by
agreement of the parties or otherwise shall be construed to waive or to modify any provisions
of this Section unless the termination or modification agreement or other document expressly
so states in writing.
8.h.(5). Dispute Resolution: In the event of any dispute between the parties
concerning whether any Hazardous Substances were brought onto the Premises by Tenant, or
11
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 (2) selected arbitrators, if unable to agree
within a period of thirty (30) days after such appointment, as that term is defined in Section
4.d.(2) of this Lease, 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 B ("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.
8.k. End of Lease Environmental Assessment: At the end of the Term, Landlord shall
cause to be performed a Phase I Environmental Assessment or, in the event nomenclature has
12
changed, its equivalent, either at its sole cost and expense or at the cost and expense of a new
tenant. Said assessment shall be completed no less than three (3) months after the end of the
Term. Landlord shall provide Tenant with one (1) original copy of said assessment.
9. MAINTENANCE:
9.a. Maintenance of Premises: The Premises and all of the improvements or structures
thereon shall be used and maintained by Tenant in a neat, orderly, and sanitary manner.
Landlord shall not be called upon to make any improvements, alteration, or repair of any kind
upon the Premises. Tenant is responsible for the clean-up and proper disposal at reasonable
and regular intervals of rubbish, trash, waste and leaves upon the Premises, including that
blown against fences bordering the Premises, whether as a result of the operation of Tenant's
aircraft tie-down storage activities or having been deposited upon the Premises from other
areas. Tenant shall maintain in good condition and repair the Premises, 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. 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. Maintenance of Building Exterior: Tenant shall promptly repair or replace any
ripped or corroded skin of the 287 and 289 Buildings, or correct any damage or deterioration of
the exterior portion of the 287 and 289 Buildings surface in a manner reasonably acceptable to
the Landlord. On the 287 and 289 Hangar Buildings, Tenant shall cause the building on the
Premises to be painted in the event that the paint becomes checked, cracked, flaked, chalked
or changed color. Tenant shall cause the 287 Building to be painted in a) the ninth (9th) or
tenth (10th) (2021 or 2022), b) nineteenth (191h) or twentieth (20th) (2031 or 2032), and c)
twenty-ninth (29th) or thirtieth (30th) (2041 or 2042), years of this lease unless, within the
immediately preceding five (5) years, the building had already been repainted. Additionally,
Tenant shall cause the 287 Building to be painted in the thirty-ninth (39th) year of this lease
(2051), irrespective of when the 287 Building was previously painted. Tenant shall cause the
289 Building to be repainted in a) the nineteenth (19th) or twentieth (20th) (2031 or 2032), and
b) twenty-ninth (29th) or thirtieth (30th) (2041 or 2042), years of this lease. In the event that
the 289 Building was repainted in years fifteen through twenty (15-20) inclusive, Tenant shall
repaint the building in year twenty one (21) of this lease and resume the schedule set out
13
I
above. Additionally, Tenant shall cause the 289 Building to be painted in the thirty-ninth (39th)
year of this lease (2051), irrespective of when the 289 Building was previously painted.
9.d. Maintenance, Repair and Marking of Pavement: Tenant shall be responsible for,
and shall perform, the maintenance, repair and marking (painting) of pavement surrounding
the buildings within and on the Premises. Such maintenance and repair shall include, as a
minimum, crack filling, weed control, slurry seal and the replacement of unserviceable
concrete o r asphalt pavements, as necessary. To the degree the concrete and asphalt
pavements are brought to FAA standards (see Advisory Circular 150/5370) at any time during
the Term of this Lease, Tenant shall maintain the concrete and asphalt pavements in such
condition.
9.e. 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 an such inspection and use reasonable
p ( ) Y Y p
efforts not to interfere with Tenant's use of the Premises during any such inspection.
9.f. 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. Initial Construction: Landlord and Tenant agree that each contemplates the
construction on the Premises of a building consisting of a Hangar, Lobby and Office Space. The
construction of said building is governed by the provisions set out in Appendix 2, the Parties'
Schedule of Demolition and Construction.
10.b. Landlord's Consent Required for Subsequent Alterations: After the construction
described in Appendix 2, Parties' Schedule of Construction, 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. However, Landlord's consent shall not be required for any
improvements that do not require a building permit.
10.c. 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
14
resulting from any Work. Tenant shall have the right to contest the correctness or validity of
any such lien if, immediately on demand by Landlord, it procures and records a lien release
bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory
requirements therefor in 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.d. Bond: At any time Tenant either desires to or is required to commence
construction on the Premises or 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.
10.e. Notification of Completion: Upon completion of capital improvements made on
the Premises, Tenant shall promptly notify Landlord of such completion.
10.f. 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 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
15
•
expiration or sooner termination of the Term. Alternatively, Landlord may, at its option,
require Tenant, upon the expiration or sooner termination of the Term, if any, to remove any
and all improvements and structures installed by. Tenant from the Premises and repair any
damage caused thereby, at Tenant's expense.
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.
16
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. Landlord recognizes and acknowledges that, notwithstanding
the requirements of this Section 14.a, Tenant may sublease all or a portion of the Premises to
Ace Aviation, Inc. and the Tenant may then exercise the Tenant's rights to further sublease the
Premises as provided for in Section 14.b, below.
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 SublettinE. Notwithstanding the provisions of Section 14.a. above,
Tenant may sublet portions of the Premises for the purpose of aircraft hangar storage and
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,
17
0 •
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,
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 hangar or 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:
18
• •
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.
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, EXCEPT
those requirements in Appendix 5, 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
19
Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to
attempt to re-let the Premises at such rent and upon such conditions and for such a term, and
to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable
and necessary, without being deemed to have elected to terminate the Lease, including
removal of all persons and property from the Premises; such property may be removed and
stored in a public warehouse or elsewhere at the cost of and on the account of Tenant. In the
event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant
taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate
the Lease initially, Landlord at any time during the Term may elect to terminate this Lease by
virtue of such previous default of Tenant so long as Tenant remains in default under this Lease.
15.c.(2). Terminate Lease: To terminate Tenant's right to possession by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled to recover
from Tenant all damages incurred by Landlord by reason of Tenant's default including without
limitation thereto, the following: (i) any and all unpaid Rent which had been earned at the time
of such termination, plus (ii) any and all Rent which would have been earned after termination
until the time of occupancy of the Premises by a new tenant following the 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 s Sect o interest at 12/o er annum or the judgment interest rate
p � 1 g
allowed by law that is applicable at that time, whichever is greater.
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,
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
I
20
\0
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.
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 commercial general liability, aircraft products and completed operations coverage,
and hangar keepers liability coverage) with the following limits: 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
21
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.
Should any of the above described policies be cancelled before the expiration date thereof,
notice will be delivered in accordance with the policy provisions.
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-VII 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. There shall be no lapse in coverages required
herein, any lapse shall constitute a substantial breach of this Lease. Tenant shall, prior to the
expiration of such policies, furnish Landlord with evidence of renewal or suitable replacement
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.
22
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
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: Bosair, LLC
289 East Perimeter Road
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
23
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.
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.
24
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.
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.
25
0 •
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.
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.
26
0
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.
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.
27
•
TENANT: LANDLORD:
Bosair, LLC THE CITY OF RENTON
a Washington Limited Liability Company a Washington municipal corporation
By: By: LU42 L4*1
Kurt Boswell Mayor, Denis Law
Its:
Date: cilot a Date: A/7,0/,
L
ATTEST:
0
City Clerk, Bonnie Walton
Date:
Approved as to legal form:
Lawrence J. Warren, City Attorney
28
STATE OF WASHINGTON )
ss.
COUNTY OF
I certify that I know or have sat factory evidence that �,.r `�—e, V1 is the
person who a red before me, and s he cknowledged that s/he signed this i strument, on oath
stated that /he as authorized ecute the instrument and acknowledged it as the
�t of a to be the free and
voluntary act of such a,J for the uses and purposes mentioned in the instrument.
Dated this y of , 20(�
N• AOj.9'jSignatuA of Nofary]
•U �.4 \ tam. _\
' PUB00 i�6�rint Nam of Notary]
`9 11 Notary Public in and for he ate of
0 W 0,Sjf1 Y
Washington, residing at
My commission expires:
STATE OF WASHINGTON )
YY� : ss.
COUNTY OF
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and I he acknowledged that h' this instrument, on oath
sta d that he was authorized to execute the instrume and acknowledged it as the
of ` .�`, cry , a Mu_x�u ;. Cut , to be the free
and voluntary act of such nr for the uses and purposes mentioned in the instrument.
Dated this day of , 20T _
\``� �� S\ON•F;*A6�.� Signature off Notary]
Ns
V:o��pZARY �N
ik
•to) ®•°'
PUB\,\G �rint Name of Notary]
"(P�'
1 r ilk Notary Public in and f State of
OF*1�$�1Washington, residing at
My commission expires:
29
EXHIBIT A
Lease Map and Legal Description
30
r
N87'03'S8°E TP.0.a.
h aDF.15'
vn S'TA; 7±7Q
Lh -- M-a 10'1.-' -- - N 548:68
P=' 0.00 R
350.00'
4y LEASE AREA SCALE
7 v. 0+
—PG1NT OF
COMiAtNCEMENT ' V #1263 FD. MON
04 1494aY264
T:P.O.a_
FD. PK NAY, EXISTING LEASE COAR'NER PIP
PROPOSED LEASE -? y p 4�471 YPdSyy G'
CORNER PAINT 4
LEASE
0
PAINT � �$� �'�` ��� ` � a1433
SCALE 9
=� ROSAIR LEASE
fi
108,45' 4• ''
AREA
x 18'$FiF123'42"£ 80;811.88 SQ_ FT �`c?
v i 1.88 ACRES `}
FV. SPINEX v 1p
Wz-HR
" . EXISW.NG Y 4 &, PK o.
WSFPR
iEase PROPOSED to Ls TSS �
COPNER LEASE
c�!
CORNER o d 57640" 4
PANT A Lo46S a�j .s 1268'
N88;2'07 W 198.7J' ABS� SO8'05'27 F
�c5 FD, PM 13.89' 21.J6'
N0222`46 E 27,00' F WPK ' ${5429'2.1 W (50634 46"E
PROPOSED LEASE CORNER PAINT q0'EXISTING LSq�3 HR (S8428`10" 21.01' REC.)
33. LEASE' 113.89'
579.39'14 PANT � - FD. PK & WSHR
FD. MON L50158
�� 61'1fP�F17c4
rs
130SA(R LLC RENT'ON AIRPORT' LEASE LEGAL DESCRIPPON
THAT PORTION OP THE NORTHEAST OUARTER OF SECTION 18; TOWNSHIP 23 NORTH, RANGE 5 EAST WLLAMETTE:MEERVAN, IN KAY0 OOVNTY,,
WASHINGTON, DESCRIBED AS FOLLOWS:
CO!/.I.r!' ONC AT THE INTERSECTION OF RAINIER AVENUE SOUTH AND NORTH AIRPORT WAY, THENCE 58731'17"E A DISTANCE OF 744_,03
FEET TO A PONT LOCATED ON THE CENTE"RUNE OF NORTH AIRPORT WAY,' THENCE N04 49'43'W A DISTANCE OF 294.74 FEET TO A POINT
LOCATED ON THE RENTON AIRPORT RUNWAY CENTERLINE REFERRED TO AS STATION 0+00, THENCE CONRIJUING N04"49'4-3"W A MSTANCE
OF J7O.00 FEET,• THENCE N8570'17"E A DISTANCE OF 350.00 FELT THENCE N84"53'10 E A DISTANT OF 548.68 FEET THENCE
N87'03'58'W A DISTANCE 00 101,15 FEET TO THE TRUE POINT OF BEGJNNaNO,•
THENCE FROM SAID TRUE POINT OF BEGINNING S37-18'36E A DISTANCE"OF 52.73 FEET; THENCE S41207T A DISTANCE OF 232.37 FEET;
THENCE S2976'00:E A DISTANCE OF 53.58 FEETT, THENCE S16'40'54 E A DISTANCE OF 12.68 FEET; THENCE S060527'E A DISTANCE OF
21.16 FEET: THENCE S8429'27 W A DISTANCE OF 11189 FEET; THENCE N1874'20"'W A OiSTANCE OP 24.95 FEET: TO A NOW-TANGENT
CUR1f T` THE LEFT: Of M41CH WE RADIUS PONT LIES S18'14'56"E, A RADIAL DISTANCE OF 4528.73:FI=ST THENCE WEST AaNG THE ARC,
THROUGH A CENTRAL ANGLE OF 1'18"3f", A DISTANCE CF 103.44 FEET,^ THENCE S7939.14"W A DISTANCE OF 35.40 FEET, THENCE
NO2'22'46'"E A D(STANCE OF 27.00 PEET; THENCE N88"12'D7"W A DISTANCE OF 138.71 FEET; THENCE NO1"47'553E A DISTANCE 0;c' 130,43
FEET,' THENCE S88734.2"E A DISTANCE OF 108.45 FEET THENCE NO136'I8'°E A DISTANCE OF.43.05 FEET,' THENCE N441050"E A
DISTANCE OF 130:53 FEET THENCE N4733'09'E A DISTANCE OF 38.78 FLED TO THE TRUE POINT OF BEGINNING.
CONTAINING '80;.$11.88 SO. FT. (71.86 ACRES)
'��°�°` RENTON AIRPORT �'"`r' RFM Wd
BOSAIR LEASE AREA sees ern>-, ry F=� ,►
I of l
f`XJH[BIT.tA,t 7rt rte,,i.
1°=940' S=194', FIAtDAiE nsw+e
31
EXHIBIT A-1
Buildings to Remain/Demolish
Q
32
8r i
r' a
dho
a.C.
i
! i
EXHIBIT B
Aircraft Laws and Regulations,
RCW 47.68.250: Public Highways and Transportation.
34
•
RCW 47.68.250
Registration of aircraft.
Every aircraft shall be registered with the department for each calendar year in which the aircraft is operated or is
based within this state.A fee of fifteen dollars shall be charged for each such registration and each annual renewal
thereof.
Possession of the appropriate effective federal certificate, permit, rating, or license relating to ownership and
airworthiness of the aircraft,and payment of the excise tax 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 section shall be the only requisites for registration of an aircraft under this section.
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 be collected by the secretary at the time of the
collection by him or her of the said excise tax. If the secretary is satisfied that the requirements for registration of the
aircraft have been met, he or she shall thereupon issue to the owner of the aircraft a certificate of registration
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 transportation fund.
It shall not be necessary for the registrant to provide the secretary with originals or copies of federal certificates,
permits, ratings,or licenses.The secretary 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:
(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 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.
35
0
[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 14.04.250.1
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 14.20 RCW.
Definition of terms: RCW 14.20.010,47.68.020.
36
•
•
EXHIBIT C
Landlord's Consent to Recordation
Notwithstanding anything to the contrary in this Lease, Landlord agrees that the parties may
record this Lease or any memorandum of this Lease.
37
APPENDIX 1
Foregoing 287 Hangar Building Reversion and Improvements
Forego Reversion of 287 Hangar Building:
1. Tenant's ownership in the existing hangar known as 287 Hangar Building (located at
287 East Perimeter Road) and depicted in Exhibit A of this lease will revert to City ownership on
July 6, 2020 under the current Lease Agreement LAG-86-003 and Addenda. Tenant proposes to
reconstruct and make improvements to 287 Hangar Building which will result in a significantly
higher quality building at the end of the new lease term.
2. The Tenant's utility and other improvements to 287 Hangar Building consist of the
following items which are not intended to supplant those improvements that may also be
required as part of the city's permitting process:
i. Installation of new hangar doors and modification to the header beam supporting the
hangar doors;
ii. Installation of a heating system;
iii. Upgraded insulation;
iv. Installation of a fire sprinkler system;
v. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar; and
vi. Installation of a new north wall (existing wall is a shared wall with the adjacent hangar
which will be demolished.
The Parties acknowledge that the Tenant intends to make a substantial capital investment
($300,000- $500,000) in improvements to the 287 Hangar Building, including numerous
alterations to the structure as well as improvements within the building. Because Tenant will
forego approximately eight (8) years left on the current lease and will be making considerable
improvements to the 287 Hangar Building, Landlord shall forego the reversion of 287 Hangar
Building as specified in Section 5 of Lease Agreement LAG-86-003 during the duration of this
new lease. Foregoing the Reversion of the 287 Building during the term of this new lease is
based upon the Tenants' commitment to make substantial new investments in the 287 Building
and grounds as allowed for in Policy 6.7.2 and Policy 6.7.3 of the current Airport Leasing
Policies dated February 25, 2008.
3. It is understood that the plans and specifications for said building and improvements are
not necessarily in complete detail; and that the final plans, specifications, details, and location
of construction within the premises shall be subject to the city of Renton's building permit
approval process and approval by the Facilities Review Committee (as described in Appendix 5)
prior to the construction.
38
•
APPENDIX 2
The Parties' Schedule of Demolition and Construction
Construction by Tenant:
1. Tenant, solely at its cost and expense, must construct or cause to be constructed upon
the leased land certain buildings and improvements described below.
2. It is understood that the plans and specifications for said building and improvements are
not necessarily in complete detail; and that the final plans, specifications, details, and location
of construction within the premises shall be subject to the city of Renton's building permit
approval process prior to the construction.
3. Tenant shall submit a completed building permit application to the city of Renton's
building department no later than 180 days after execution of this Lease.
4. Tenant shall, at the time of submitting its completed building permit application, submit
to the Airport Manager a critical path construction schedule for the buildings and
improvements described below.
5. Tenant agrees at Tenants sole cost and expense, to demolish all Tenant owned
structures on the leased area with the Exception of 287 Hangar Building depicted in Exhibit A-1
which will remain in place and which will be improved by the Tenant, at Tenant's sole cost and
expense.
6. In demolishing tenant owned structures on the leased area, Tenant shall reference the
Tenant's own Phase I Environmental Assessment and Limited Asbestos Survey, for the 289
Perimeter Road east building dated September 22, 2000, and evaluate and remediate any
contamination found in the floor drains in Hangar #1 and in Hangar #2 as referenced in the
Phase I Environmental Assessment and Limited Asbestos Survey.
7. In demolishing tenant owned structures, tenant shall also reference the new Phase I
Environmental Assessment as referenced in Section 7.c. of this Lease.
8. Upon completion of construction, Tenant shall provide to the city of Renton's building
department a reproducible, CAD disc copy of all as-built drawings for all building and utilities
on the leased premises.
9. Tenant shall cause Tenant's construction work to be performed by licensed and bonded
contractors, approved by the city of Renton, and the contractors shall provide, if required by
the city of Renton, a performance bond covering all Tenant's work.
39
•
•
10. Time of Construction as provided in this Appendix shall commence at the Tenant's
option, but no later than 90 days after receipt of all applicable permits. This period may be
extended consistent with the terms in Section 25 of the Lease.
11. Tenant shall be fully responsible for all construction and all activities incidental thereto.
Tenant is not an agent or employee of the city of Renton but undertakes any activity hereunder
solely on its,own behalf. All.risks of loss arising from Tenant's construction activities to any
improvements now or hereafter constructed by Tenant shall rest on the Tenant.
12. All work and material shall be of good quality, free of defects, and accomplished in a
workmanlike manner in conformity with approved plans and specifications.
13. Tenant agrees that the height and configuration of any and all buildings and
improvements proposed to be constructed shall be subject to any restriction caused by existing
landing, runway, or taxiway requirements of the Airport as indicated in the Airport Master Plan
and other public planning documents available to Tenant at the time of execution of the Lease.
Work and/or material not in accord with the foregoing shall be corrected, removed, replaced,
and/or repaired at the Tenant's expense upon written notice by the Airport Manager. If such
work and/or material is/are not so corrected, removed, replaced, and/or repaired by the
Tenant within a reasonable period of time of such notice, the city of Renton may correct,
remove, replace, and/or repair such work and/or material at the Tenant's expense.
14. Tenant shall pay all costs of grading, constructing, paving, or any other development
costs, including all permits, within the leased Premises and costs of utility installation,
relocation, or removal required by the construction and its use and occupancy of the Premises.
All excavated soils shall be removed and disposed of at an approved off-site location. All
backfill material shall be imported material and the type and quality of the material shall be
approved by the airport engineer.
15. All work by the Tenant shall be performed in a safe manner both on the Premises and
with respect to any other city property at the Airport which might be used or affected by any
activity of the Tenant during construction. Work shall be performed so as not to interfere with
the use of other Airport property by the city, its other tenants, or other users of the Airport
property. Tenant shall keep the Premises, and any other Airport property, free of waste
materials and rubbish caused by the construction. Material and/or equipment shall not be
placed or stored upon Airport property other than the premises leased.
16. The city shall not be liable for any damages in connection with the approval or
disapproval of any plans and specifications or any construction or other activities of Tenant on
the premises, or the enforcement or failure to enforce any provisions of the Lease. The city's
approval of plans and specifications shall not constitute the assumption of any responsibility by
40
0 9
the city or its representatives of the accuracy, efficiency, or sufficiency thereof, and Tenant
shall be solely responsible therefore.
17. The new hangar building known as the 289 Hangar Building and improvements
contemplated by this Appendix 2 consist of an approximately 35,261 square foot hangar
building (see Concept Rendering #1 and #2 in Appendix 2). There shall not be significant
changes in the design of the fagade of the new hangar building from that which appears in the
Concepts Renderings #1 and #2 of this Appendix 2, below, without the written approval by the
Airport Manager. Said building will consist of one hangar bay for a total of approximately
14,640 square feet, and one (1) area consisting of an office/lobby, and multiple shop areas for
a total of approximately 20,621 square feet. At a minimum, the Tenant's utility and other
improvements consist of the following items which are not intended to supplant those
improvements that may also be required as part of the city's permitting process:
i. Installation of one water meter;
ii. Connection of the building to the sewer system;
iii. Connection of the building to the electrical and gas system;
iv. Connection of the building to phone service;
v. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar; °
vi. Installation of oil water separator(s) to collect oils and grease from aircraft apron and
automobile parking lots; and
vii. Installation of an aircraft wash rack connected to the sanitary sewer system.
18. The existing hangar building which will be extensively remodeled (known as 287 Hangar
Building as shown in Exhibit A-1) and improvements contemplated by this Appendix 2
consistent of approximately 9,500 square feet of hangar building space. At a minimum, the
Tenant's utility and other improvements consist of the following items which are not intended
to supplant those improvements that may also be required as part of the city's permitting.
process:
i. Installation of new hangar doors and modification to the header beam supporting the
door;
ii. Installation of a heating system;
iii. Upgraded insulation;
iv. Upgrades to the existing fire sprinkler system;
vi. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar; and
vii. Installation of a new north wall (existing wall is a shared wall with the adjacent hangar
which will be demolished.
19. The new hangar building that will be constructed by the Tenant under this new lease
agreement will occur within areas where petroleum hydrocarbons are present in soil and
groundwater, and where the Department of Ecology is conducting oversight of cleanup work.
The site is known as the "Former. Fuel Farm AOC Group" and The Boeing Company is the
41
principally responsible party. Appendix 3 is the agreement that lists the protocols that should
be used in case hazardous materials are encountered by the Tenant during construction of the
new hangar building or any other construction on the property covered under this Lease
agreement.
Concept Rendering#1—Airside
Concept Rendering#2— Landside - East Perimeter Road
Br-
42
•
•
20. Specifications & Improvements for Tenant's Buildings: The Tenant's building
references shall relate to the conceptual drawings by SFA Architects, shown in Concept
Rendering#1 and #2. The building portion of this project shall include, but not necessarily be
limited to, the following:
20.a. Substructure:
20.a.(1) Demolition of portions of the existing concrete foundation, footings & slab.
20.a.(2) Limited demolition & removal of existing underground utilities as required
for construction.
20.a.(3) Concrete foundation, footings & slab shall be designed for compliance with
all local building codes. The concrete slab in the hangar area shall receive a
special floor coating of epoxy, polyurethane or similar treatment to provide
a low-gloss, maintenance free surface.
20.b. Building Shell:
20.b.(1) The basic structure shall be a pre-engineered metal building system, with
clear-span rigid frames, steel primary and secondary members, with a 24-
guage standing-seam prefinished metal roof with a manufacturer's 20-year
weather tightness warranty.
20.b.(2) The construction shall permit easy expansion in the future. Additionally,
since the walls are not load-bearing, a factory preformed and factory
prepainted steel panel system will be used on the exterior walls.
20.b.(3) The hangar exterior shall be no less than 26-gauge prefinished metal siding
& trim, with a "Kynar" paint system; with a manufacturer's standard 20-year
material warranty. There may be limited use of panelized stone veneer or
other ACM panelized metal products on the exterior office space portion of
the building.
20.b.(4) The office portion of the structure shall use conventional steel or wood
frame construction, but exterior materials must blend with the main hangar
for a uniform and cohesive appearance, using the same or similar exterior
materials. Exterior glazing shall be anodized aluminum curtain wall or
storefront, with double-insulated glazing per code. The -office portion
projects outside the main "box" of the building shell on the North side of
the building, with a slightly different roof profile. There will be extensive use
of aluminum storefront glazing, particularly on the north &west sides.
20.b.(5) There shall be an enclosed spray booth on the west side of the main hangar
face, projecting some 18'-0" from this face, with a lower roofline.
20.b.(6) The office portion and the accessory spaces shall project away from the main
building shell, with different roof levels.
43
•
•
20.b.(7) There shall be a 4-ton overhead traveling bridge-crane at the center of the
main hangar space, providing lifting capabilities for the larger aircraft.
20.b.(8) The building shell is currently conceived to include two levels of interior
perimeter mezzanine spaces, to be used for parts storage, avionics shop,
pilot training, and other aviation related uses. Mezzanine construction shall
be steel girders, with wood and/or steel secondary framing, plywood or steel
decking; design loadings shall be in conformance with the 2009 International
Building Code.
20.b.(9) The main hangar door facing the taxiway shall be approximately 100'-0" feet
wide X 25'-0" high, using horizontal sliding door sections of non-combustible
construction, and exterior metal siding to blend with the balance of the
architectural appearance of the building. The predominant exterior building
colors shall be aviation "red", with limited white trim; subject to any
required approvals by the City of Renton Planning Department.
20.b.(10) Building 289 shall have a quantity of insulated skylights in the roof to allow
additional daylighting of the main hangar space.
20.b.(11) The main fagades of the hangar portion shall feature extensive use of
exterior glazing to maximize daylighting of the hangar space, together with
some horizontal bands of faux-windows —with the intent being to replicate
the appearance of the real gridded windows seen in some of the older
aircraft hangars from the 1940's.
20.c. Systems:
20.c.(1) Interior spaces, including the hangar bay, shall be heated spaces, in
conformance with the 2009 Washington State Energy Code. Finished offices
& training rooms shall be fully heated and air conditioned using energy
efficient heat pumps or package HVAC units. The hangar space shall be
semi-heated using either gas-fired unit heaters, br under-slab gas-fired
radiant heating.
20.c.(2) All spaces shall be fully protected by a fire sprinkler system, designed per
NFPA Pamphlet#13 criteria, as required by 2009 International Fire Code, and
other criteria as per the City of Renton Fire Department.
20.c.(3) The hangar and aircraft repair areas shall include a compressed air system
for power tools.
20.d. Ad1acent 287 Building: The adjacent 287 building is considered an integral part of
the new facility, and as such it will be retrofitted, as set out in Appendix 1, on the taxiway side
to accommodate a larger & higher hangar door, to allow this area to be utilized for repair &
maintenance of larger aircraft, than is presently possible. The exterior of this structure shall be
painted and retrofitted with windows and other materials to carry the architectural theme
from the 289 Building to the 287 Building in order to blend the two hangars together into one
hangar complex.
44
•
i
21. Cost Estimate: Below is a conceptual cost estimate dated March 27, 2012 as
prepared by the Tenant's general contractor labeled "Ace Aviation Inc, Conceptual Cost
Estimate ROM #2
This cost estimate, which is based upon the conceptual design drawings completed so far is
intended to provide a general idea of the cost of the improvements. At this time the costs are
expected to range from $2,900,000 to $ 3,500,000. These cost estimates will be refined as the
final detailed design work is completed.
Ace Aviation,Inc.
Conceptual Cost Estimate ROM Estimate#2
March 27,2092
I I
Quantity SNnit $
,SUBSTRUCTURE _ 35,261~ SF S. X28,390_".:
A 10 Foundations 3 261 SF 6.51 229,390
A20 Basement Construction 35 261 SF 0.00
B 5HELL;r t .. a 35;261.. SF W 33.719„ 88,457 .- -. . . .1
810 Su Structure 35 2Bi SF 26.40 931,009
B20 Exterlor Enclosure 35,261 SFJ 6.59 232,284
B30 Roofin 35,261 SF1 0.71 25,204
;C INTERIOR CONSTRUCTION_ _ _ �V 35,261' SF f0 04
C16IniedorConstruction 35,261 SF 5.64 199,030
C20 Stairs 35,261 FL 1.88 66,175
C30lntedor finishes 35.420 SF 2.51 86 877
;1)SERVICES', __ 36,269 SF ,.47.12 603,579 `'.
D10 conveying 35,261 SF 1.43 50,325
D20 PlumbLnq 35,261 SF 1.04 36,7-50
D30 HVAC 35,261 SFJ 4.14 146,141
D40 Fire Protection 35 261 SF 3.00 105,905
D50 Electrcal 35,261 SF 7.50 264,458
,g EQUIPMENT,,,&FURNISHINGS" 35,264- SF w0.66 '23;425
h,
E10 E ui ment 35,261 SF 0.00 -
E20 Furnishings 35,261 SF 0.661 23,425
IF SPEC.IAl.YGONSTR.A DEMOLITION , _ _ 35,261, SF x:2.35 . _'.,82;905::
Fi0 S eual Conshuction 26,26f SF 0.00
F20 Selective Buildino Demolition 35.261 SF1 2.35 82,905
'Ggtll DINGSITEWORK :" T
r 3b;269i 134x390.:.
G10 Site PreqaratloW 35,261 SF 1.36 47,800
G20 Site lm vements 35,261 SF 2.11 74,355
G30 Site Mechanical Utilities 35,261 SF 0.36 12,835
040 Site Electrical Utilities 35,261 LF 0.00 -
G90 Other Site Construction 35,261 LF 0.00
Sub Total 2,616,667
Design Costs -
General Conditions 251,276
Overhead&Profit Q 4.5 129,866
Total 2,997,209
SF 35,261
$/SF $ 85.00
45
•
22. Schedule: The proposed project schedule is shown below:
r3 aranr;., c.:.aa�, amt
SGHE►AoDC MDGN PHASE 45 d3,p MmiS%W12 Fti 11 r012
+ ha ►'EI d 10days 11 M:SM2. R9,°1OU
St he;P YtT r�red) 44 63yS MM(117112 Tra I1:r1E412
' '9 FMLI -Ar EiJ;tt DW.OgS 15 days M38:9W12 M 92IM2
Is . + t,M-(rgsWeP4au1q :32 days MmS1112 TWIWIE,112
Maw twAcera el W&erg 20 days VM.1II§+1 n712 Me 11'f13d12
tr
e IOESDM DEVELOPY4t WT PHASE: 25 days H'M 11 INU Tie 12rIVE
rq OW=6aW&I smpe'mr� 15 d3p M41=1112 i'21112 Tue 12{11412
,n ;plak e5evaarN site empe 25 days Mn'1;11J12 F4112W12
Drmtdffiiate prV.=pe 15 days MR 11924'12 M 123-M,
t7L1D9S1 tUCTO0t1 iGOCS WASE: 50 d3yr. AN D 12i'gU The 2PM13
F! • Defpw firo.S -NIEP&Pbffm 15 days IM 12W12 R 111114-
Comt=m Dram, 50 dak6 MM 17JW12 Ft12fl&13
T's sate t war Pe" 4 d3y 11i0t1 NIB= Mn TIME
TT ® P IM FY-ti &.1aEt M 50 days TUP-MR23 iMan 4MI13
to
'12 MF 5MMiGPMSEt 46 dly5 % d 3 Md U4113
9 cmaa=Eawng 20 days UM M 13 Frl 4t12'43
3r er-.d cuftactw&NIEP Sins. 10 d3ys Man 4F15A13 Fi14WI3
22' iROm WEP Sysh3m l0 ¢r 15 days Man 42W13 F115"7113
a (:UNSiTEFUG'TION PHAfE 1BD Ciro MW-'4 la; Fit'W14
CsrpMBn&Pa nC= 10 days Mm 1tUM Ftl 1917114
Ott m Pe1G).L-4W JIWrEq i 10 day& WA]19211 14 Ei111331d14
C16t1'�L kN7 1 Man 2W4 I�.MU
46
APPENDIX 3
FORMER FUEL FARM AGREEMENT
This Agreement is made and entered into this ,? tay of , 2012
by and among the City of Renton (the "City"), a Washington munici al corporation, The
Boeing Company ("Boeing"), a Delaware corporation, and Bosair, LLC ("Bosair"), a
Washington limited liability corporation. The City, Boeing and Bosair shall be referred to
collectively in this Agreement as the "Parties."
RECITALS
1. The City owns property known as the Renton Municipal Airport (the "Airport
Property"), King County Parcel No. 0723059007. Boeing leases a portion of the
Airport Property from the City under a Ground and Building Lease dated May 19,
2010. Boeing historically leased additional property for operation as a fuel farm (the
"Former Fuel Farm"), as depicted in Figure 1 attached to this Agreement. A portion
of the Former Fuel Farm was excluded from the 2010 Ground and Building Lease.
2. Bosair leases a portion of the Airport Property from the City (the "Bosair Property")
under a ground Lease Agreement LAG-03-86 assigned in March 2001, by John,
Julie and Terrence Lien (the "Bosair Lease"). The Bosair Property includes that
portion of the Former Fuel Farm excluded from the 2010 Ground and Building
Lease. Bosair now intends to design and construct a new hangar building on the
Bosair Property, with demolition of the existing buildings anticipated to occur in the
first quarter of 2013.
3. Boeing has been working with the Washington State Department of Ecology
("Ecology") to address historic releases of hazardous substances at Boeing's Renton
Plant (the "Renton Plant") pursuant to Agreed Order No. DE 97HZ-N233 dated
October 10, 1997. Under the Agreed Order, Boeing is required to prepare and
implement a Cleanup Action Plan (the "CAP") to clean up known contamination
released from the Renton Plant, perform post-cleanup soil and groundwater
monitoring, and institute other applicable institutional controls. The CAP presents
the selected final cleanup actions, the cleanup standards expected to be achieved
and the approach and schedule for implementing the cleanup actions at 12 separate,
defined solid waste management units and areas of concern located at the Renton
Plant, including the Former Fuel Farm.
4. Access to those portions of the Airport Property not leased by Boeing for the
purposes of implementing the CAP and conditions outlined in this Agreement are
specified in the March 2012 Access Agreement between the City and Boeing.
47
i
i
AGREEMENT
For and in consideration of the mutual benefits to be derived and other valuable
consideration the sufficiency of which is hereby acknowledge, the Parties agree as
follows:
1. Bosair shall, during design and construction of the new hangar building, use all
reasonable measures to avoid damage to the groundwater monitoring wells known
as GW102S, GW211S, GW 212S, GW219S, GW220S and GW224S as shown on
Figure 1. Ground monitoring wells known as GW222S and GW223S will be closed
by Boeing prior to demolition of the two existing hangars and office building.
2. If Bosair's activities disturb or damage the well casing or well seal of the groundwater
monitoring wells GW102S, GW211S, GW 212S, GW219S, GW220S, or GW224S,
which are to remain onsite after construction of the new hangar, Bosair shall
immediately notify Boeing and Boeing will contract with a licensed well driller to
repair or replace the well so that the monitoring well(s) remains operational. Boeing
shall bear the cost of such replacement unless such disturbance or damage is due to
the negligence or willful misconduct of Bosair or the City, or their contractors or
representatives.
3. If Bosair's asphalt/concrete paving plan for the ramp area west of the existing and
new hangars results in a grade change affecting the lids of the groundwater
monitoring wells, Bosair, or Bosair's contractor or representative shall be responsible
for adjusting the lid of all affected monitoring wells to match the final grade of the
asphalt/concrete ramp. Boeing will be responsible for adjusting the height of any
well casings if substantial grade changes are necessary.
4. The Parties assume that Bosair will encounter soils during construction which may
appear to be contaminated (e.g., visual signs of impacts or a noticeable odor). The
Parties agree to the following protocol in the event potentially contaminated soils are
encountered on the Bosair Property during Bosair's construction activities:
a. If soil is encountered with a noticeable petroleum odor, Bosair shall immediately
stop any activity which might disrupt such soil and contact the Boeing Field
Engineer(Mr. Fred Wallace at 206-930-0461, or other representative as provided
by Boeing). The Boeing Field Engineer and/or Boeing's consultant will promptly
respond and evaluate the excavation area and where deemed necessary by
Boeing, will collect samples to determine the concentrations of benzene and TPH
in the soil. Soil with no visual signs of petroleum impacts and with no noticeable
petroleum odors will not be evaluated by or the responsibility of Boeing and will
be the responsibility of Bosair or the City for reuse or removal from the site as
dictated by construction needs.
b. Soil suspected to be contaminated will be left in place until laboratory analysis is
available to confirm the presence or absence of petroleum hydrocarbons and
48
benzene.
c. If the suspect soil needs to be excavated immediately to avoid construction
delays, Bosair or the City shall be responsible for stockpiling and protecting
excavated soil to ensure that soil is not exposed to the weather and does not
enter the airport storm drain system.
d. If soil exceeds MTCA Method A cleanup criteria for TPH or other petroleum-
related compounds, Boeing will arrange for the disposal of soil in a subtitle D
landfill, with approval of the receiving facility to accept the soil.
e. Bosair shall be responsible for the transportation of soil to a receiving facility or
loading of soil into trucks, provided that the receiving facility is located within a
reasonable distance from the Bosair Property (less than approximately 10 miles).
Boeing will pay the incremental costs for transportation of soil if the receiving
facility is not located within a reasonable distance. It is anticipated impacted soil
will be sent to the Waste Management Alaska Street Reload facility in Seattle
Washington, which the parties agree is within a reasonable distance from the
Bosair Property.
f. If soil is contaminated below MTCA Method A cleanup criteria, but cannot be
recycled or reused due to elevated levels of TPH (i.e. the soil has an
unacceptable odor and/or has concentrations of fuel related contaminants at
least 50% of the cleanup standard), Boeing will arrange for the disposal of such
material as set forth in subparagraph 4.d.
g. Groundwater is not anticipated to be encountered and no dewatering is
anticipated. However, if wet soils are encountered, they will be drained of water
within the excavation area by Bosair, and will be managed according to the
concentrations of TPH present in the soil (i.e. if the soil exceeds MTCA Method A
cleanup levels, Boeing will arrange for the disposal of soils as set forth in
subparagraph 4.d.).
5. Term. This Agreement shall commence on the Effective Date and continue until the
Washington State Department of Ecology determines that the subject site known as
the Former Fuel Farm site is no longer subject to an Agreed Order between Boeing
and Ecology.
6. Notices. Any notice regarding subject matter covered under this Agreement shall be
given to:
City of Renton
Attn: Ryan Zulauf, Airport Manager
Telephone: 425.430.7471
Email: rzulauf(a_rentonwa.gov
49
The Boeing,Company
Attn: Carl Bach, Remediation Project Manager
Telephone: 206.898.0438
Email: carl.m.bach a�boeing.com
Bosair, LLC
Attn. Kurt Boswell, Owner
Telephone: 425-204-0845
Email: kurt(a)-aceaviationinc.com
7. Effective Date. This Agreement shall become effective as of the date of the last
signature below.
IN WITNESS WHEREOF, this Agreement has been executed as of the date specified
above.
By: By:
Denis Law, Mayor
CityRof Renton ` The Boeing Company
Date: lstZo
0 9 e: I: Walton, City Clerk
Bosair, LLC (ur+ L1406W01
Date: Q iii
50
4
igloo =1.7..,I..70.4
4 f'
'
..........
E
Qqj �
CL
14 $wg f
1! f I
Al
Iy�!yIyy���{{JJ,,,
R _—r ll
p �t11II
.M1i�N.`,l:Jiy�b:,pi {p WRtI!MJ#±Rl%�wYt__-g16`l—X>R46i F3 :4- :":++fit _
�t�t�-0PAi w�Fn•4�a�}: �N
51
APPENDIX 4
Leasehold Mortgage
1. Lender Protections. Tenant has applied for financing in connection with its
business and/or the construction of improvements on the Premises. Tenant shall have the
right to grant to the providers of such financing (each, a "Lender') leasehold mortgages,
assignments of leases and rents, and such other security instruments covering and affecting all
or any portion of the Premises as Tenant may deem necessary or appropriate (collectively, the
"Loan Documents"). Tenant will provide Landlord a list of the names and addresses of all
Lenders. In the event that any Lender sells or otherwise assigns the Loan, such Lender shall
notify Landlord within thirty (30) days of the identity and address of the new Lender and the
identity of the person to whom notices required herein may be sent.
(a) Notices. Landlord agrees to give simultaneously to each Lender a copy of
all default notices and other communications regarding defaults and potential defaults sent by
Landlord under this Lease. All notices or copies of notices which are sent to any Lender shall
be in writing and shall be sent by registered or certified United States mail, postage prepaid,
return receipt requested, or by recognized overnight business courier service, to such Lender
at its address designated by notice from Lender to Landlord;
(b) Lender's Right to Take Possession. A Lender, during the term of its Loan
Documents and subject to section 1(d) below, shall have the right to enter upon and take
possession of the Premises, whether by foreclosure or otherwise, upon the happening of any
default as specified herein or for any default in or breach of Tenants obligations to each
Lender. Notice thereof shall be sent to Landlord.
(c) Lender's Cure of Defaults. A Lender shall have the benefit of the
following provisions in addition to those elsewhere provided in this Lease:
(1) no notice of default or termination given by Landlord to Tenant
shall be effective until a copy thereof shall also be sent to such Lender; and
(2) after the occurrence of a default and receipt from Landlord of a
notice of the occurrence of a default, a Lender shall have the same time period
subsequent to the receipt of such notice as is permitted hereunder to Tenant
plus an additional sixty (60) days to:
(i) notify Landlord of Lender's desire to cure the default;
(ii) pay or cause to be paid the rent, and any other Monetary
Obligations (as defined in section 1(c)(3)(i) below) then due and in
52
arrears as specified in the notice to Lender and which may become due
during such sixty (60) day period; and
(iii) comply with all other obligations of this Lease then in
default; provided that Lender shall not be liable under any circumstance
for or with respect to, or required to cure or assume under this Lease,
any default or any obligation related to any default that is not reasonably
susceptible to cure by Lender or any other third party (including third
parties reasonably retained, employed, or hired by Lender), including but
not limited to Tenant's bankruptcy, breach of warranty, construction
delay or default, insolvency, misrepresentation or fraud, and execution
or levy by creditors ("Lender Non-Curable Defaults"). Lender
acknowledges that the provisions of Sections 8.a.(1) and 8.a.(4) of the
Lease, subject to the limitations of Section 8.b of the Lease, are
mandatory provisions in the Lease and are therefore deemed "curable by
Lender."
(3) If Landlord is permitted to elect and elects to terminate this Lease
by reason of any default of Tenant, and Lender has proceeded in the manner
provided for by section 1(c)(2), the specified date for the termination of this
Lease as fixed by Landlord in its Termination Notice shall be extended for a
period of six (6) months, provided that Lender shall during such six (6) month
period:
(i) Pay or cause to be paid the rent, and any other Monetary
Obligation of Tenant under this Lease as the same become due, and
continue to perform all of Tenant's other obligations under this Lease,
except (A) obligations of Tenant to satisfy or otherwise discharge any
lien, charge or encumbrance against Tenant's interest in this Lease of the
Premises junior in priority to the lien of the Leasehold Deed of Trust, and
(B) past Lender Non-Curable Defaults, and (C) failure of Tenant to satisfy
its indemnity obligations under this Lease. Without limiting the
foregoing, Monetary Obligations shall include those obligations to pay
money for rent, taxes, utilities, and any other amounts due under the
express provisions of the Lease ("Monetary Obligations") and shall not
include the monetary damages arising from Tenant's failure to otherwise .
perform or remediate any act or omission constituting a default; and
(ii) If not enjoined or stayed, take steps to acquire or sell
Tenant's interest in this Lease by foreclosure of the Leasehold Deed of
Trust or other appropriate means and prosecute the same to completion
with reasonable diligence and continuity. If Lender is enjoined or stayed
from taking such steps, Lender shall use its best efforts to seek relief
from such injunction or stay. If as a result of Tenant's filing a petition in
53
bankruptcy, this Lease is rejected by the bankruptcy trustee, Lender,
upon termination of this Lease, shall have the rights described in section
1(g), below.
(4) If at the end of such six (6) month period Lender is complying
with section 1(c)(3), this Lease shall not then terminate and the time for
completion by Lender of such proceedings shall continue so long as Lender
continues to comply with the provisions of section 1(c)(3) and proceeds to
complete steps to acquire or sell Tenant's interest in this Lease by foreclosure of
the Leasehold Deed of Trust or by other appropriate means with reasonable
diligence and continuity. Nothing in this section 1, however, shall be construed
to extend this Lease beyond the Term nor to require Lender to continue such
foreclosure proceedings after the default shall be cured in which case Lender
shall discontinue such foreclosure proceedings and this Lease shall continue in
full force and effect as if Tenant had not defaulted under this Lease.
(5) If Lender is complying with section 1(c)(3), upon (i) the acquisition
of Tenant's leasehold estate by Lender or any other purchaser at a foreclosure
sale or otherwise, and (ii) the discharge by such foreclosure of any lien, charge
or encumbrance against Tenant's interest in this Lease or the Premises which is
junior in priority to the lien of the Leasehold Deed of Trust and which Tenant is
obligated to satisfy and discharge by reason of the terms of this Lease, this Lease
shall continue in full force and effect as if Tenant had not defaulted under this
Lease; provided, however, that Lender or its designee or any other such party
acquiring Tenant's leasehold estate shall agree in writing to assume all
obligations of Tenant under this Lease, subject to the provisions of this section
1.
Nothing contained in this section shall require a Lender to begin or continue possession
of the Premises or foreclosure proceedings or to begin or continue to cure any default
by Tenant or preclude Landlord from exercising any rights or remedies under this Lease
with respect to any other default by Tenant during any period of such forbearance or
preclude Landlord from exercising any rights or remedies under this Lease other than
termination or cancellation of this Lease during any period of such forbearance.
(d) Protection of Interests of Lender. If a Lender, through the operation of its
Loan Documents, or by entry as a mortgagee in possession, or by foreclosure, or by
acceptance of an assignment in lieu of foreclosure, takes possession of the Premises,
such Lender shall have the right, at its option, to operate the improvements on the
Premises itself and in all respects comply with the provisions of this Lease; and if such
Lender thereby acquires Tenant's interest in the Premises, such Lender shall further
have the rights, at its option, to:
54
•
(1) assign, sublease or transfer Tenant's interest in the Premises or this
Lease (without requiring the consent or approval of Landlord) to (A) a subsidiary
or affiliate of such Lender or (B) any other assignee or transferee, which
subsidiary or other assignee or transferee shall expressly assume all of the
covenants, agreements and obligations of Tenant under this Lease by written
instrument to be recorded in the appropriate county, a copy of which shall be
provided to Landlord; or
(2) terminate the leasehold interest created by this Lease, thereby
permitting Landlord to determine the future of the Premises, including the right
to relet the Premises; in the event of such termination there shall be no
obligation by Landlord to compensate such Lender for any losses and no
obligation by such Lender to cure any default of Tenant.
Any action under section 1(d)(1) shall be self-operative without the execution of any
further instruments on the part of any of the parties hereto immediately upon Lender
succeeding to the interest of Tenant in the Premises. Landlord agrees, however, upon
the election of written demand by Lender after Lender comes into possession or has
given Landlord notice of its intention to do so, to promptly execute an instrument in
confirmation of the foregoing provisions, satisfactory to Lender, in which Landlord shall
acknowledge such new tenancy and confirm its terms and conditions, consistent with
this Lease. Nothing contained herein shall limit or restrict Lender's right to exercise any
other rights and remedies under its Loan Documents.
(e) Obligations and Rights of a Mortgagee in Possession.
(1) Landlord agrees that if Lender shall succeed to the interest of
Tenant in the Lease, Lender shall not be (A) subject to any offsets or defenses
which Landlord might have against any prior tenant, provided that Lender does
not assert any claims of any prior tenant; (B) liable for any obligation to
indemnify or reimburse Landlord or any third party or any of their respective
successors and assigns from and against any loss, liability, damage or cost
relating to or arising from any release of any toxic or hazardous materials on,
under or about the Premises other than those caused by Lender or its agents;
(C) liable to the Landlord or any third party for any environmental obligations
other than those caused by Lender or its agents; or (d) bound by any
amendment or modification of the Lease made without Lender's written
consent.
(2) Landlord also agrees with Lender that Landlord will not
voluntarily subordinate its interest in the Lease to any other lien or
encumbrance without Lender's prior written consent.
(3). If a Lender shall enter upon and take possession of the Premises,
but not otherwise, it shall be bound thereafter to keep and perform all duties
55
and covenants and agreements of Tenant under this Lease during the term of its
possession; provided, however, that if any default or breach of covenant or
other condition justifying termination or cancellation of this Lease by Landlord
shall have been cured within the period provided in this Lease and Tenant shall
resume possession and shall not then be in default under this Lease, Lender,
upon restoring Tenant to full possession of the Premises and its rights under this
Lease, shall thereafter not be so bound; and provided further, however, that (i)
if after such entry upon and taking possession of the Premises the Lender shall
accept another tenant in place of Tenant, or (ii) if after such entry upon and
taking possession of the Premises, and upon notice to the City, the Lender shall
assign its mortgage, the mortgage note secured thereby, and its possession of
the Premises to another lender, or (iii) if the Lender notifies Landlord in writing
that it has ceased to maintain possession of the Premises, then, in any such
case, such Lender shall thereafter not be so bound. Lender further agrees that
within 90 days of entering upon and taking possession of the Premises, Lender
shall perform or cause to be performed at Lender's sole cost and expense an
environmental audit of the Premises, the findings of which shall be provided to
the Landlord.
(f) No Modification or Termination Without Lender Consent. During the
term of any leasehold mortgage affecting the Premises, this Lease shall not be
amended, modified, terminated or canceled nor shall Landlord accept a surrender of
t Tenant's leasehold interest, unless such amendment, modification, termination,
surrender or cancellation is assented to in writing by all Lenders. Any such attempted
amendment, modification, termination, surrender or cancellation without such assent
shall be void. Nothing in this section 1(f), however, shall be deemed to require Lender
assent for those amendments or modifications required by the Lease or documenting
the exercise of rights under the Lease (e.g., periodic rental adjustment).
(g) Lender's Rights To New Lease. Landlord agrees that (i) if a Lender, a
subsidiary or affiliate of a Lender or any other assignee or transferee of a Lender has
acquired Tenant's interest in the Premises pursuant to section 1(d), or (ii) upon any
termination of this Lease, at the request of a Lender, Landlord will, upon Lender's
compliance with the requirements of this section 1(g), enter into a new lease with such
Lender, a subsidiary or affiliate of a Lender or other transferee or assignee upon the
same terms and conditions contained in this Lease with appropriate revisions to reflect
the rights of such Lender, subsidiary, affiliate, transferee or assignee, for the remainder
of the Term subsequent to the date of such acquisition or termination; said new lease
shall have the same priority as this Lease. Landlord shall not be required to enter into
such a new lease unless, prior to the execution and delivery of such new lease, such
Lender or its designee shall have cured (or cause to be cured) all Tenant defaults under
this Lease except Lender Non-Curable Defaults (which shall be deemed waived as to
such Lender, subsidiary, transferee or assignee), and shall have performed all the
56
covenants and obligations of Tenant which are reasonably within the power of such
Lender to perform.
(h) Liability of Lender. No Lender shall have any liability or obligation under
this Lease unless it acquires Tenant's interest by foreclosure or acceptance of an
assignment in lieu of foreclosure, and no Lender shall have any liability disclaimed in
section 1(e).
2. Estoppel Certificates. Landlord shall execute and deliver, within fifteen (15)
business days of Lender's request therefor, estoppel certificates or such other similar
certifications as may be reasonably requested up to four times each calendar year ("Estoppel
Certificates"). Up to one Estoppel Certificate per year shall be a standard form certificate
stating: (i) the date the Lease was executed, its commencement date if different from the date
of execution and the date on which the Lease expires; (ii) the date the Tenant entered into
occupancy of the Premises; (iii) the amount of rent payable under the Lease; (iv) the date to
which the rent has been paid; (v) that the Lease is in full force and effect and has not been
assigned, modified, supplemented or amended in any way (or specifying the date and terms of
agreement so affecting the Lease); (vi) that the Lease represents the entire agreement
between the parties as to this leasing; (vii) that all conditions under the Lease to be performed
by the parties have been satisfied with the exception of conditions relating to the release of
hazardous materials, which the Landlord shall only be required to certify (a) that the Tenant
has provided proof of hazardous materials insurance required under the Lease continuously
effective from the date required by the Lease; and (b) that the Landlord has no actual
knowledge of any breaches of the Lease related to hazardous materials releases by the Tenant;
(viii) that there are no existing claims by Tenant for which there are any defenses or offsets
which the certifying party has actual knowledge of against the enforcement of the Lease by the
Tenant; (ix) that no rent has been paid more than one month in advance; and (x) that no
security has been deposited with the Landlord (or, if so, the amount thereof) ("Annual
Standard Form Estoppel Certificate"). Landlord and Tenant agree to share the costs associated
with Annual Standard Form Estoppel Certificates as follows: once in each five (5) year period
beginning on the Commencement Date, Landlord shall bear all costs associated with the
Annual Standard Form Estoppel Certificate; for any additional Annual Standard Form Estoppel
Certificates required during each such five (5) year period, Tenant shall bear or reimburse
Landlord for all costs of City staff time (at the standard rates charged for such staff time)
incurred by Landlord in connection with the Annual Standard Form Estoppel Certificate, up to
$1,000, which amount may be adjusted every three years consistent with the formula provided
in section 4.b of the Lease. Tenant shall provide reimbursement to Landlord within a
reasonable period of time following the receipt of Landlord's written invoice. Such
reimbursable costs shall constitute Monetary Obligations for purposes of this Addendum. The
remaining Estoppel Certificates in any calendar year after the first in such calendar year may
note that disclosures in such Estoppel Certificates are made to the Landlord's actual
knowledge, and neither Lender nor Tenant shall be required to reimburse Landlord for costs
incurred in connection with such certificates. If the Lender deems it necessary to, require
additional Estoppel Certificates without such knowledge limitation, the Lender shall bear or
57
reimburse Landlord for any and all reasonable costs associated with responding to such
request.
3. Insurance Proceeds and Condemnation Awards. Landlord agrees that all
insurance proceeds and all condemnation and eminent domain awards not used for repair of
the improvements of the Premises, during the term of this Lease, shall be paid to the senior
Lender to the extent of the amount due on such Lender's loan and the balance thereof shall be
paid to the subordinate Lenders, to the extent of the amounts owed to them.
4. Landlord's Loan Repayment Option. Landlord shall have the right to acquire and
pay off the balance of the Loan and all costs and expenses owed by Tenant to Lender under its
Loan Documents if Tenant defaults under the Loan. If Landlord elects to acquire and pay off
the Loan, Lender will execute and deliver to Landlord an assignment of Lender's Loan
Documents, including, without limitation, the note, security agreement and UCC filings, and a
bill of sale conveying Lender's interest in all inventory, equipment, fixtures, general intangibles,
accounts and other personal property collateral associated with the business operated by
borrower on the Premises to Landlord. The forms of such assignment and bill of sale shall be
"as is," without recourse, representation or warranty by Lender, and otherwise reasonably
acceptable to the parties and their counsel.
5. Reliance. Landlord recognizes and acknowledges that it is agreeing to the
provisions of this Addendum to the Lease with the intent that Lender will rely on Landlord's
agreement in connection with Lender's making the Loan secured by a Leasehold Deed of Trust
on the Tenant's interest in this Lease and the improvements on the Premises. Landlord further
acknowledges and agrees that Lender shall have the right to rely on the provisions contained
herein. Lender recognizes and acknowledges that Landlord is relying on Lender to obtain an
express assurance from subsidiary, assignee, or transferee as set forth in section 1(d)(1).
6. No Merger. Without the prior written consent of all Lenders, the fee title to the
Premises and the leasehold estate of Tenant therein shall not merge but shall remain separate
and distinct notwithstanding the acquisition of both fee title to the Premises and the leasehold
estate created hereby by Landlord, Tenant, or any third party by purchase or otherwise.
7. Attorneys' Fees. If any party hereto institutes any judicial or administrative
action or proceedings to enforce any rights or obligations under this Lease, or seeking damages
or any other judicial or administrative remedy, the prevailing party shall be entitled to recover
from the other party all costs and expenses, including reasonable attorneys' fees whether
incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including
any of the foregoing incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion in such bankruptcy
proceeding brought by Lender or any other person relating to Landlord, Tenant or any other
person or entity).
8. Duration of Terms. The terms contained within this Appendix to the Lease shall
apply only so long as the financing provided by Lender is outstanding, provided that in the
58
•
event Lender succeeds to the interest of Tenant, whether by foreclosure, deed in lieu of
foreclosure, or otherwise, such terms shall remain in effect for so long as Lender retains such
interest.
59
•
APPENDIX 5
TERM EXCEEDING BASE LEASE TERM
Bosair acknowledges that the Airport Leasing Policies of the City of Renton Municipal Airport
limit the base lease term to 25 years. The Airport Leasing Policies permit negotiation for a
longer term. Bosair is seeking a lease term of forty (40) years, which is in excess of the base
lease term established in the Airport Leasing Policies. This Appendix reflects the terms of the
negotiations for that longer term.
Bosair acknowledges that it has represented to the city that it will spend in excess of two
million nine hundred thousand dollars ($2,900,000.00) to construct a new building on the
Renton Municipal Airport, to be known as Building 289. Bosair also acknowledges that said
representation is material to its request for a forty (40) year term and is material to the city's
decision to grant such term. Further, Bosair acknowledges and represents to the city that its
lender, Banner Bank, has required a 40 year lease term as a condition to approving Bosair's
loan.
Additionally, Bosair has, through its architect (Gig Harbor Design Collaborative), provided to the
city a copy of the Outline Specifications & Scope of Improvements for the Ace Aviation Building
for the construction of the new Building 289. Bosair acknowledges that the scope of work, as
set out in said Outline Specifications & Scope of Improvements for the Ace Aviation Building
has become the basis of the requirements set out in Appendix 2. Bosair acknowledges that
those requirements regarding materials, design, and construction are material to the city's
decision to grant a forty (40) year term.
In consideration of the city's departure from the base lease term in the Airport Leasing Policies
and allowing a 40 year ground lease, Bosair agrees as follows:
1. Bosair will construct a hangar/office building meeting each of the requirements and
specifications set out in Appendix 2 to this Ground Lease. Said hangar/office building
shall be constructed by May 31, 2014 ("Final Date"). However, if a permitting or plan
review process conducted by any governmental entity takes more time than provided in
the schedule in Section 22 of Appendix 2 ("Additional Time") through no fault of Bosair,
then the Final Date will be extended for a duration equal to the Additional Time and
shall not constitute a default.
2. Bosair will spend no less than 2.9 million dollars on the construction of the
office/hangar building, to be identified as Building 289. Amounts spent on Building 287
shall not count toward fulfilling this requirement.
3. Bosair shall obtain design approval for Building 289 from a Facilities Review Committee,
made up of the Public Works (PW) Administrator (or his designee) and one other PW
staff member designated by the Administrator AND the Community& Economic
60
0 i
Development (CED) Administrator (or his designee) and one other CED staff member
designated by the Administrator.
Notwithstanding any other provision in this Ground Lease, Bosair acknowledges that each of
the foregoing provisions and each of the requirements and specifications in Appendix 2
(individually and cumulatively) are material provisions of this Ground Lease and any departure
therefrom will constitute a material breach of this Ground Lease for which the City of Renton
may seek immediate rescission or other legal or equitable remedies, including, but not limited
to reduction of the Term of the lease.
61
Noe
4 �
Return Address: 111111 1111 11111111
City Clerk' s Office 20130715000052
City of Renton CITY OF RENTON LE 133.00
PAGE-001 OF 062
1055 S. Grady Way 07/15/2013 07:43
Renton WA 9805 KING COUNTY, WA
Please print or type information WASHINGTON STATE RECORDER'S Cover Sheet (Rcw 65.04)
Document Title(s) (or transactions contained therein):(all areas applicable to your document must be filled in)
r. 6)051,4444 Lase(j o Y\ r3e c1tr- LLc)
3. 4.
Reference Number(s) of Documents assigned or released: 1�
Additional reference#'s on page of document 1 fib?
GraRtor(s) (Last name,first name initials)
2.
Additional names on page of document.
Grantees) (Last name first,then first name and initials)
1. iSo8. ,,r`
2.
Additional names on page of document.
Legal description(abbreviated: i.e. lot,b ock,plat or section,township,range) }
)E C cce, - u- lay "�`C l�:x/1511,f 1 R�J <`-'t>>'' 1
l yl1f_. mee taut t, 1-�t� co
Additional legal is on page 3` of document.
Assessor's Property Tax Parcel/Account Number ❑Assessor Tax#not yet assigned
The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to.
verify the accuracy or completeness of the indexing information provided herein.
I am requesting an emergency nonstandard recording for an additional fee as provided in RCW
36.18.010. I understand that the recording processing requirements may cover up or otherwise
obscure some part of the text of the original document.
Signature of Requesting Party
LAG-12-004
GROUND LEASE
Between
City of Renton and Bosair,LLC
THIS GROUND LEASE (hereinafter "Lease") is made and entered into this 1st day of
October, 2012 by and between THE CITY OF RENTON, a Washington municipal corporation
(hereinafter "Landlord") and Bosair, a Washington Limited Liability Company (hereinafter
"Tenant").This Ground Lease supersedes LAG 86-003.
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;
Ground Lease;
Exhibit A—Lease Map and Legal Description (Bosair Lease Area);
Exhibit A-1—Building(s)to Remain/Demolish;
Exhibit B—Aircraft Laws and Regulations;
Exhibit C—Landlord's Consent to Recordation;
Appendix 1—Foregoing 287 Hangar Building Reversion and Improvements;
Appendix 2—Parties'Schedule of Demolition and Construction;
Appendix 3—Former Fuel Farm Agreement;and
Appendix 4—Leasehold Mortgage;
Appendix 5—Term Exceeding Base Lease Term.
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 parcel
of land shown on Exhibit"A" (captioned "Lease Map and Legal Description"),which is attached
hereto and incorporated herein by this reference (hereinafter, "Premises") which is 80,811.88
square feet in size or 1.86 acres.
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
1 CERTIFICATE
I,the undersigned City Clerk of the
c-` City of Renton, Washington,certify
s that this is a true and correct copy of
Least- LI16-/a-004' . Subscribed
and sealed thisirtlay
9f .I URG ,20L_9
r h eMPA41,a; J WG
Bonnie I . Walton, City Clerk
*imo, Nei
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.
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). Any easements as set forth in Exhibit A; and
2.a.(2). 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;
2.a.(3). All such non-discriminatory charges and fees for such use of the Airport as may
be established from time to time by Landlord; and
2.a.(4). The provisions of this lease as set for in Appendix 1 — Foregoing 287 Hangar
Building Reversion and Improvements, Appendix 2 — The Parties' Schedule of Demolition and
Construction, Appendix 3 — Former Fuel Farm Agreement, and Appendix 4 — Leasehold
Mortgage.
2.b. No Conveyance of Airport: This Lease shall in no way be deemed to be a
conveyance of the Airport, and shall not be construed as providing any special privilege for any
public portion of the Airport except as described herein. The Landlord reserves the absolute
right to lease or permit the use of any portion of the Airport for any purpose deemed suitable
for the Airport, except that portion that is leased hereby.
2.c. Nature of Landlord's Interest: It is expressly understood and agreed that
Landlord holds and operates the Airport and the Premises under and subject to a grant and
conveyance thereof to Landlord from the United States of America, acting through its
Reconstruction Finance Corporation, and subject to all the reservations, restrictions, rights,
conditions, and exceptions of the United States therein and thereunder, which grant and
conveyance has been filed for record in the office of the Recorder of King County, Washington,
and recorded in Volume 2668 of Deeds, Page 386; and further that Landlord holds and
operates said Airport and Premises under and subject to the State Aeronautics Acts of the
State of Washington (chapter 165, laws of 1947), and any subsequent amendments thereof or
subsequent legislation of said state and all rules and regulations lawfully promulgated under
any act or legislation adopted by the State of Washington or by the United States or the
Federal Aviation Administration. It is expressly agreed that the Tenant also accepts and will
hold and use this Lease and the Premises subject thereto and to all contingencies, risks, and
eventualities of or arising out of the foregoing, and if this Lease, its Term, or any conditions or
provisions of this Lease are or become in conflict with or impaired or defeated by any such
2
orr rr
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. Term: The term of this lease (herein referred to as "Term") as to the entire
Premises shall be for a forty (40) year period commencing on the mutual execution of this
Lease, and terminating on September 30, 2052 (hereinafter "Expiration Date"). There will be
no extensions of this Ground Lease.
4. RENT:
4.a. Minimum Monthly Rent: Tenant shall pay to Landlord a Minimum Monthly Rent
in the sum of four thousand two hundred forty two dollars and sixty two cents ($4,242.62),
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, beginning on the Commencement Date, is
computed as follows:
(80,811.88 square feet)($0.63 per square foot per year) = $50,911.48/yr, ($50,911.48/12
months = $4,242.62 per month) PLUS, leasehold excise tax.
4.b. Periodic Rental Adjustment: The Minimum Monthly Rent shall be subject to
automatic adjustment on the third (31 anniversary of the Commencement Date and every
three years thereafter on the anniversary of the Commencement Date (any of which shall
hereinafter be referred to as "Adjustment Date") as follows:
As used in this Section 4.b, "Index" means the Consumer Price Index for All Urban
Consumers for Seattle-Tacoma-Bremerton All Items (1982-84=100) (CPI-U) published by
the United States Department of Labor, Bureau of Labor Statistics; "Beginning Index"
3
'441110' 411111
means the Index which is published nearest, but preceding, the Commencement Date;
and "Adjustment Index" means the Index which is published nearest, but preceding,
each Adjustment Date.
For the first Periodic Rent Adjustment, if the Adjustment Index has increased over the
Beginning Index, the Minimum Monthly Rent payable for the following three (3) year
period (until the next Adjustment Date) shall be set by multiplying the Minimum
Monthly Rent provided for in Section 4.a. of this Lease by a fraction, the numerator of
which is the Adjustment Index and the denominator of which is the Beginning Index.
The product shall be the "Adjusted Monthly Rent." In no event shall the Minimum
Monthly Rent determined pursuant to this paragraph be less than the Minimum
Monthly Rent set forth in Section 4.a. of this Lease.
For the second and any subsequent Periodic Rent Adjustment, if the Adjustment Index
is greater than the Adjustment Index three years prior, then the Minimum Monthly
Rent payable for the following three (3) year period (until the next Adjustment Date)
shall be set by multiplying the then current Minimum Monthly Rent by a fraction, the
numerator of which is the Adjustment Index and the denominator of which is the
Adjustment Index from three years prior. The product shall be the "Adjusted Monthly
Rent." In no event shall the Minimum Monthly Rent determined pursuant to this
paragraph be less than the then current Minimum Monthly Rent.
4.c. Notice of Request for Rental Readjustment Other than Index: Landlord and
Tenant do hereby further agree that at least one hundred eighty (180) days prior to any
Adjustment Date, either party shall, if they desire to adjust the Minimum Monthly Rent for the
ensuing three (3) year period by a means other than the Index, provide to the other party a
written request for readjustment of the Rental Rate per Square Foot pursuant to RCW
14.08.120(5).
4.d. Dispute Resolution Re: Readjustment of Rental Rate:
4.d.(1). Promptly after either party receives the Notice identified in 4.c. above
(hereinafter in this Section 4.d, "Notice"), the parties (or their designated representatives) shall
promptly meet and attempt to agree on the Rental Rate per Square Foot for the ensuing three
(3) year period.
4.d.(2). If the parties have not agreed on the Rental Rate per Square Foot for the
ensuing three (3) year period within one hundred twenty (120) days after either party receives
the Notice then, unless otherwise agreed in writing by the parties, the matter shall be
submitted to arbitration in accordance with the terms of the following subparagraphs in 4.d.
The last day of such one hundred twenty (120) day period (as the same may be extended by
the written agreement of the parties) is referred to in this Lease as the "Arbitration
Commencement Date."
4
4.d.(2).a. Within fifteen (15) days after the Arbitration Commencement Date, each
party shall provide the other party with written notice of its proposed rental rate per
square foot for the ensuing three (3) year period (the "Rental Rate Notice"). The matter
shall then be submitted for decision to an arbitrator selected by the parties (the
"Deciding Arbitrator"). The Deciding Arbitrator shall be a commercial real estate broker
with an active real estate license in the State of Washington who has been active over
the ten (10) year period ending on the Arbitration Commencement Date in the leasing
of airport property, or an appraiser who is a member of the American Institute of Real
Estate Appraisers, the Society of Real Estate Appraisers, or other appraisal society or
association having equivalent ethical and professional standards and who has
experience in appraising airport properties, who is not then representing either Tenant
or Landlord and has not represented Tenant or Landlord during the five (5) year period
ending on the Arbitration Commencement Date.
4.d.(2).b. If Landlord and Tenant have not agreed on the Deciding Arbitrator within
thirty (30) days after the Arbitration Commencement Date, each shall select an
arbitrator who shall be qualified under the same criteria as set forth above for the
Deciding Arbitrator, and so notify the other party in writing within ten (10) days after
the end of such thirty (30) day period. The two arbitrators so chosen by the parties
shall then appoint, within ten (10) days after the date of appointment of the last
appointed arbitrator, a third arbitrator who will be designated as the Deciding
Arbitrator. If either party fails to select its arbitrator within such ten (10) day period
and the other party timely selects its arbitrator, then the arbitrator selected by the
other party shall be the sole arbitrator for determining who will act as the Deciding
Arbitrator. If the two arbitrators chosen by the parties cannot agree on the Deciding
Arbitrator within ten (10) days after the date the second arbitrator has been appointed,
the Deciding Arbitrator will be appointed by the then presiding judge of the King County
Superior Court upon the application of either party.
4.d.(2).c. Within thirty (30) days after the selection of the Deciding Arbitrator pursuant
to subparagraph 4.d.(2).a. or 4.d.(2).b. above, the Deciding Arbitrator shall determine
the rental rate per square foot by selecting either the rental rate per square foot as
stated in either the Landlord's or Tenant's Rental Rate Notice as required in 4.d.(2).a.
The Deciding Arbitrator shall have no power to average such amounts or to designate a
rental rate per square foot other than that specified in either Landlord's or Tenant's
Rental Rate Notice.
5
4.d.(2).d. Both parties may submit any additional information to the Deciding
Arbitrator for his or her consideration, with copies to the other party within ten (10)
days after the selection of the Deciding Arbitrator. The parties may provide responsive
materials that relate only to the additional information provided by the other party to
the Deciding Arbitrator within ten (10) days after receipt of the additional information.
No further materials will be submitted to the Deciding Arbitrator. The Deciding
Arbitrator shall have the right to consult experts and competent authorities for factual
information or evidence pertaining to the determination of the rental rate per square
foot. The Deciding Arbitrator shall render his or her decision by written notice to each
party. The determination of the Deciding Arbitrator will be final and binding upon
Landlord and Tenant. The cost of the arbitration (including the charges of the arbitrator
selected by the other party but not the cost of the other party's appraisal) will be paid
by Landlord if the Deciding Arbitrator selects the Tenant's Rental Rate Notice.
Conversely, the cost of the arbitration (including the charges of the arbitrator selected
by the other party but not the cost of the other party's appraisal) will be paid by Tenant
if the Deciding Arbitrator selects the Landlord's Rental Rate Notice.
4.d.(2).e. The readjusted rental in each case, whether determined by arbitration or by
agreement of the parties themselves, shall be effective as of the rental Adjustment
Date.
4.e. Late Payment Charge: If any Rent is not received by Landlord from Tenant by
the third (3rd) 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.
4.f. 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.
6
5. LEASEHOLD EXCISE TAX: Tenant shall pay to Landlord the leasehold excise tax as
established by RCW Chapter 82.29A, as amended, or any replacement thereof, which tax shall
be in addition to the Minimum Monthly Rent and other charges payable under this Lease and
shall be paid separately to the Director of Finance, City of Renton, at the same time the
Minimum Monthly Rent is due. If the State of Washington or any other governmental
authority having jurisdiction thereover shall hereafter levy or impose any similar tax or charge
on this Lease or the leasehold estate, then Tenant shall pay such tax or charge when due. Such
tax or charge shall be in addition to Minimum Monthly Rent and other charges payable under
this Lease.
6. PAYMENT OF UTILITIES AND RELATED SERVICES: Tenant shall pay for all utilities
and services used in the Premises, including without limitation electricity, gas, water, sewer,
garbage removal, janitorial service, and any other utilities and services used in the Premises.
Landlord shall not be liable for any loss or damage caused by or resulting from any variation,
interruption, or failure of any utility services due to any cause whatsoever, 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:
7.a. Acceptance of Premises: Tenant accepts the Premises in their "AS IS" condition,
except as otherwise provided in Appendix 2 -Parties' Schedule of Construction. 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.
7.b. Landlord Demolition and Improvements: Landlord shall complete certain work on
or near the Premises at its sole cost and expense as described in Appendix 2, Parties' Schedule
of Demolition and Construction.
7.c. Phase I Environmental Assessment and Remediation: Within forty-five (45) days
after the mutual execution of this Lease and prior to initiation of the demolition of any
structures, Tenant, at its sole cost and expense, shall cause an environmental expert to
complete an environmental audit of the Premises including sampling of soil and groundwater
sufficient to characterize environmental conditions at the site. The scope of the audit shall be
7
•
subject to Landlord's prior written approval, which shall not be unreasonably withheld. The
results of the audit will establish a "baseline" environmental status of the Premises. Tenant
shall not be responsible for any Hazardous Substances existing on the Premises that are not
caused by Tenant or its contractors, agents, or employees, whether or not identified in the
audit. In addition, if any Hazardous Substances on the Premises are not identified in the audit
but are discovered during the construction by Tenant of improvements on the Property, and
the presence of which was not caused by Tenant or Tenant's agents, contractors, licensees, or
other representatives, Landlord, at its cost and expense, shall either perform, or cause to have
performed the Remediation of such Hazardous Substances or shall reimburse Tenant for any
costs incurred by Tenant in performing such Remediation, and if the severity of the
Remediation necessitates Washington State Department of Ecology ("DOE") involvement, then
Landlord shall obtain a "No Further Action Letter" or other resolution from DOE. Any
restrictive covenant proposed by DOE as a condition to issuing the "No Further Action Letter"
or other form of resolution shall not restrict significantly or substantially Tenant's normal
operations on the Premises.
If any Hazardous Substances on the Premises are not identified in the audit but are discovered
during the construction by Tenant of improvements on the Property and construction is halted,
Minimum Monthly Rent and all other amounts due hereunder shall abate in proportion to the
interruption until such Hazardous Materials have been investigated and remediated as
required by this Section 7.c and Landlord has obtained the "No Further Action Letter" or other
form of resolution from DOE. In addition, the Commencement Date shall be delayed by the
length of any resulting construction delays upon written agreement between the parties.
Notwithstanding the foregoing, there will be no abatement of rent if the presence of the
Hazardous Substance was caused by Tenant.
7.d. Provision of Restroom Facilities: Tenant agrees to construct and/or provide
restroom and/or toilet facilities for use by the flying public during normal business hours. The
facilities so provided must be accessible by sub-tenants 24-hours per day, 7-days per week.
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). Aircraft Maintenance and Repair including inspection, major and minor repair,
and major and minor alteration of airframes, engines, avionics, interiors and aircraft
components;
8.a.(2). Storage and tie-down of aircraft, both indoors and outdoors (and float storage);
8.a.(3). Sale and storage of aircraft parts, components and pilot supplies;
8.a.(4). Aircraft servicing with fluids and compressed gases;
8
8.a.(5). Aircraft grooming;
8.a.(6). Aircraft sales, leasing, and management;
8.a.(7). Aircraft Restoration Services;
8.a.(8). Flight Instruction; and
8.a.(9) Air Taxi/Charter
If the Tenant desires to become a full service fixed based operator selling aviation fuel to the
public, the Landlord will approve an amendment to this Lease allowing an additional Purpose
of Use to permit the sale of Avgas or Jet A fuel from the premises. In that event, such
additional use will become a Continuous Use as required in Section 8.b, below.
8.b. Continuous Use: Following the construction of improvements on the Premises by
Tenant as described in Appendix 2, Parties' Schedule of Demolition and Construction, Tenant
covenants that the Premises shall be continuously used for those purposes set out in 8.a.(1)
and 8.a.(2), and some or all of the remaining purposes set forth above, during the Term, 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. 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:
8.d.(1). 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.d.(2). Building Address: The building street number, as assigned by the City of
Renton, shall be displayed in the upper right-hand corner of the East and West side of each
building, as viewed from Perimeter Road and the Taxiway. The number type and color shall be
as directed by the Airport Manager, and the number size shall be as required by current Fire
Code.
8.e. Conformity with Laws, Rules and Regulations: Tenant shall comply with applicable
federal, state, county and municipal laws, ordinances and regulations concerning the Premises
and Tenant's use of the Premises. Tenant shall keep and operate the Premises and all
structures, improvements, and activities in or about the Premises in conformity with 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
9
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.
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
10
adverse harm to the Premises or the Airport, or (ii) an emergency exists. Tenant shall
reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in
connection with such compliance activities, and such obligation shall continue even after
expiration or termination of the Term. Tenant shall notify Landlord immediately of any release
of any Hazardous Substances in, on or under the Premises.
8.h.(4). Indemnity:
8.h.(4)(a). Landlord shall have no responsibility to the Tenant, or any other third party,
for remedial action under R.C.W. Chapter 70.105D, or any other federal, state, county or
municipal laws, in the event of a release of or disposition of any Hazardous Substances in, on or
under the Premises during the Term that 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 that 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.
8.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
11
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 (2) selected arbitrators, if unable to agree
within a period of thirty (30) days after such appointment, as that term is defined in Section
4.d.(2) of this Lease, 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 B ("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.
8.k. End of Lease Environmental Assessment: At the end of the Term, Landlord shall
cause to be performed a Phase I Environmental Assessment or, in the event nomenclature has
12
t ,
changed, its equivalent, either at its sole cost and expense or at the cost and expense of a new
tenant. Said assessment shall be completed no less than three (3) months after the end of the
Term. Landlord shall provide Tenant with one (1) original copy of said assessment.
9. MAINTENANCE:
9.a. Maintenance of Premises: The Premises and all of the improvements or structures
thereon shall be used and maintained by Tenant in a neat, orderly, and sanitary manner.
Landlord shall not be called upon to make any improvements, alteration, or repair of any kind
upon the Premises. Tenant is responsible for the clean-up and proper disposal at reasonable
and regular intervals of rubbish, trash, waste and leaves upon the Premises, including that
blown against fences bordering the Premises, whether as a result of the operation of Tenant's
aircraft tie-down storage activities or having been deposited upon the Premises from other
areas. Tenant shall maintain in good condition and repair the Premises, 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. 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. Maintenance of Building Exterior: Tenant shall promptly repair or replace any
ripped or corroded skin of the 287 and 289 Buildings, or correct any damage or deterioration of
the exterior portion of the 287 and 289 Buildings surface in a manner reasonably acceptable to
the Landlord. On the 287 and 289 Hangar Buildings, Tenant shall cause the building on the
Premises to be painted in the event that the paint becomes checked, cracked, flaked, chalked
or changed color. Tenant shall cause the 287 Building to be painted in a) the ninth (9th) or
tenth (10th) (2021 or 2022), b) nineteenth (19th) or twentieth (20th) (2031 or 2032), and c)
twenty-ninth (29th) or thirtieth (30th) (2041 or 2042), years of this lease unless, within the
immediately preceding five (5) years, the building had already been repainted. Additionally,
Tenant shall cause the 287 Building to be painted in the thirty-ninth (39th) year of this lease
(2051), irrespective of when the 287 Building was previously painted. Tenant shall cause the
289 Building to be repainted in a) the nineteenth (19th) or twentieth (20th) (2031 or 2032), and
b) twenty-ninth (29th) or thirtieth (30th) (2041 or 2042), years of this lease. In the event that
the 289 Building was repainted in years fifteen through twenty (15-20) inclusive, Tenant shall
repaint the building in year twenty one (21) of this lease and resume the schedule set out
13
above. Additionally, Tenant shall cause the 289 Building to be painted in the thirty-ninth (39th)
year of this lease (2051), irrespective of when the 289 Building was previously painted.
9.d. Maintenance, Repair and Marking of Pavement: Tenant shall be responsible for,
and shall perform, the maintenance, repair and marking (painting) of pavement surrounding
the buildings within and on the Premises. Such maintenance and repair shall include, as a
minimum, crack filling, weed control, slurry seal and the replacement of unserviceable
concrete or asphalt pavements, as necessary. To the degree the concrete and asphalt
pavements are brought to FAA standards (see Advisory Circular 150/5370) at any time during
the Term of this Lease, Tenant shall maintain the concrete and asphalt pavements in such
condition.
9.e. 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.
9.f. 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. Initial Construction: Landlord and Tenant agree that each contemplates. the
construction on the Premises of a building consisting of a Hangar, Lobby and Office Space. The
construction of said building is governed by the provisions set out in Appendix 2, the Parties'
Schedule of Demolition and Construction.
10.b. Landlord's Consent Required for Subsequent Alterations: After the construction
described in Appendix 2, Parties' Schedule of Construction, 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. However, Landlord's consent shall not be required for any
improvements that do not require a building permit.
• 10.c. 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
14
resulting from any Work. Tenant shall have the right to contest the correctness or validity of
any such lien if, immediately on demand by Landlord, it procures and records a lien release
bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory
requirements therefor in 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.d. Bond: At any time Tenant either desires to or is required to commence
construction on the Premises or 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.
10.e. Notification of Completion: Upon completion of capital improvements made on
the Premises, Tenant shall promptly notify Landlord of such completion.
10.f. 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 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
15
expiration or sooner termination of the Term. Alternatively, Landlord may, at its option,
require Tenant, upon the expiration or sooner termination of the Term, if any, to remove any
and all improvements and structures installed by Tenant from the Premises and repair any
damage caused thereby, at Tenant's expense.
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.
16
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. Landlord recognizes and acknowledges that, notwithstanding
the requirements of this Section 14.a, Tenant may sublease all or a portion of the Premises to
Ace Aviation, Inc. and the Tenant may then exercise the Tenant's rights to further sublease the
Premises as provided for in Section 14.b, below.
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 aircraft hangar storage and
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,
17
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,
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 hangar or 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:
18
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.
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, EXCEPT
those requirements in Appendix 5, 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
19
Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to
attempt to re-let the Premises at such rent and upon such conditions and for such a term, and
to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable
and necessary, without being deemed to have elected to terminate the Lease, including
removal of all persons and property from the Premises; such property may be removed and
stored in a public warehouse or elsewhere at the cost of and on the account of Tenant. In the
event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant
taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate
the Lease initially, Landlord at any time during the Term may elect to terminate this Lease by
virtue of such previous default of Tenant so long as Tenant remains in default under this Lease.
15.c.(2). Terminate Lease: To terminate Tenant's right to possession by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event Landlord shall be entitled to recover
from Tenant all damages incurred by Landlord by reason of Tenant's default including without
limitation thereto, the following: (i) any and all unpaid Rent which had been earned at the time
of such termination, plus (ii) any and all Rent which would have been earned after termination
until the time of occupancy of the Premises by a new tenant following the 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, or the judgment interest rate
allowed by law that is applicable at that time, whichever is greater.
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,
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
20
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.
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 commercial general liability, aircraft products and completed operations coverage,
and hangar keepers liability coverage) with the following limits: 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
21
w- .r
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.
Should any of the above described policies be cancelled before the expiration date thereof,
notice will be delivered in accordance with the policy provisions.
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-VII 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. There shall be no lapse in coverages required
herein, any lapse shall constitute a substantial breach of this Lease. Tenant shall, prior to the
expiration of such policies, furnish Landlord with evidence of renewal or suitable replacement
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.
22
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
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: Bosair, LLC
289 East Perimeter Road
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
23
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.
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.
24
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.
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.
25
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.
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.
26
NNW IMO
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.
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.
///
///
///
27
NW- vase
TENANT: LANDLORD:
Bosair, LLC THE CITY OF RENTON
a Washington Limited Liability Company a Washington municipal corporation
By: LAeili„Al By: 0114.1-1
Kurt Boswell Mayor, Denis Law
Its: ftrI)Me^
Date: `t 'tilt 2. Date: AZ 0 / A--
ATTEST:
"ATTEST:
)60e7t4rt Lt J 6G2E:�/A'L
City Clerk, Bonnie Walton
Date: g od/az,/-2
Approved as to legal form:
Lawrence J. Warren, City Attorney
•
•
• •f' ` •y
•
f!
s .
28
,400
STATE OF WASHINGTON )
: ss.
COUNTY OF KNI rY )
I certify that I know or have sat' factory evidence that . ...,,,...,----\ (2_0.,4wJi is the
person who ap red before me, and s he acknowledged that s/he signed this instrument, on oath
stated that /he'Asvas authorized (-tp ecute the instrument and acknowledged it as the
'i`'t\-e -'� --Cof �_`-__--L)_(---__X-C\'r , a L,L.;( , to be the free and
voluntary act of such uC _M.L. •-rfor the uses and purposes mentioned in the instrument.
Dated this j t l`day of ,.____--- , n, 204
•i',4\S .•------. 0— \\ --- 4 '\.---- \\\\\CIL
1�1` "*.•••• ,�N 6-.; Signatur of Notary]
e t \�&_,,1PUB'A0 '
\ ���rint Nam of Notary]
`
tot
--�"6"OF w���,"ii Notary Public in and for the State of
----,,,„,,,,P1 Washington, residing at <--
My commission expires: �' -c-1-hl C/
STATE OF WASHINGTON )
: ss.
COUNTY OF `-k (r\ )
I certify that I know or have satisfactory evidence that 6_Q_,--\ , LA...`, is the
person who apared before me, ands he'acknowledged that /h ,,signed this instrument, on oath
stad that he __was authorized to execute the instrume and acknowledged it as the
� g
��i..,J ri, of `t' ,1,,.. c:c \<___s__,-._-.04-\., a IvNLA__I V 1 O�1.C.0; , to be the free
and voluntary act of such V"Yh,._,tt;� for the uses and purposes mentioned in the instrument.
Dated this,-7U day of0-- - ----. _,-- c 209a
\ \e__, k \
�, is R. � o
v
e \
`.% �- 5s"'N Gi;...% Sign Lure o'f Notary]
y..{_ I '
`
PUBS\G (forint Name of Notary]
__u-';',,,.....6)-2-r-%,..,..4lPc�\ ilk4�Notary Public in and fa-thy State of
--r.,,,,,,,/Nr' Washington, residing at's_. ,..-..
My commission expires: ----) I?ej-/
29
ter► ...
EXHIBIT A
Lease Map and Legal Description
30
N5703'58"E \ T.n.O-a.
�I ?,13 '9't 1DT.15 --, 4
.ra TA- Ir7G � ! N84�"�'iU"E �� _
Ia.i1 .„ N
nSa 30'17" --- - \
OFFSET; 0 GO R < 0 548.b8'
� I
=r... �{ LEASE AREA '\ SCALE
* 0-fL-1"=300.
c
q
v
Ptl'NT OF `row A FO, MON
COMMENCEMENT { MiPf12E3 FO• MON
/ ^ N _.______\_______
- PrP1264
fi
:R7'30' E 744-"-3'-
T P.O.B.•
t\u14t�1�1W 14YYnNWSuU,a1 a.SQ*,aW##
FD. PK NAIL EXISTING 1[A[ CCR4ER 1',.
1 ;4t1
A j
ti gip' N
4
EXrsnNG !,� a' g .i V
''- LEASE
-4,
/J t � 7:-
,..i PAIN A1`1g /�0-. 11, � ‘., 11422
741
t /�C v9 SCALE
a / :. y
0 o / �,_ S{, T -iLt7' 4Vt [AKS
�i DOSA1R LEASE stn QAd mss.,....., "r x. A.,,.w:.a+w;tirv....
108.45' 'i-r°. AREA
q ;3.:58823'42"E ` 8'0,811.88 SQ. F7. `Fr?
1.86 ACRES 'J--'-
�� �l m FD. SnrNDt= Yi ? ti,
& WSSHH F O, PK c�
EXISTING C• & W57#R (-
n LEASE PROPOSED `E- L540158 , 2c, POs
CORNER LEASE 9'ci•£ 0'` S. c
o CORNER z.a 8 4O'��
tb4' vr�
Z. PAINT ...90-'.../5' .x.�;> 72.68'
N88'12'07"W 198.77' / 17'46. 3'I £°`- 506'05'27"E
'18r'fl. PK - 113 89y1V 21.16'
NG222'46 27.00' , 554'29'2 11506.34,45 F
do WSk2
PROPOSED LEASE CORNER PAINT S8428'10'W 21.61' REC.
579137:35 4 cNG LS•'''' i j R C.) )
t4 13.84
j4" PAINT -;•\\N
FD, Pk & WSMR
vID. MONLS#Y9158
WHP, I264
M
BOSAIR LW RENTON AIRPORT LEASE LEGAL DESCRIPTION
THAT PORTION Or THE NORTHEAST QUARTER or SEC76N 78, TOt4TNSHIP 23 NORTH, RANGE 5 EAST WILLAMETTE MERIDIAN, IN KING COUNTY,
WASHINGTON, DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF RAINIER AVENUE SOUTH AND NCRRTH AIRPORT WAY THENCE 587"31'17"E A DISTANCE OF 744.03
FEET 70 A POINT LOCATED ON THE CENTER:WE OF NORTH AIRPORT WAY; THENCE N04'49'43"W A DISTANCE OF 294.74 FEET TO A PONT
LOCATED DII THE RENTON AIRPORT RUNWAY CENTERLINE REFERRED TO AS STATION 0+00; THENCE CONTINUING N0449'43"W A DISTANCE
CT 170.00 FEET; THENCE N8570'17"E A DISTANCE OF 350.GG FEET; THENCE N84.53'7D'E A DISTANCE OF 548.58 FEET; THENCE
N87973'58'W A DISTANCE OF 101.15 FEET TO THE TRUE nor- OF L'EOHNfNG,
THENCE FROM SAID TRUE POINT OF BEGINNING S3 r281.5611 A DISTANCE OF 52.33 FEET- THENCE 54726'77"E A DISTANCE CF 232.37 FEET;
'THENCE 529'18'00E A DISTANCE OF 53.58 FEET; 71NENCE S15-4 0154"E A DISTANCE OF 12.68 FEET; THENCE S1 6'01'27'E A DISTANCE OF
21.16 FEET; 11-hENCE S84-29.21'W A DISTANCE OF 37139 FEET; THENCE N187420'W A DISTANCE OF 24.95 FEET TO.4 NON-TANGENT
CURVE TO THE LEFT or WHICH PIE RADIUS POINT UES 518`14'56"E, A RADIAL DISTANCE OF 4528.73 FEET; THENCE WEST ALONG THE ARC,
THROUGH A CENTRAL ANGLE OF 1'18'31", A DISTANCE OF 103.44 FEET„• THENCE S79'39'14"W A DISTANCE OF 35.40 FEET; THENCE
NO2'22'46"E A DISTANCE OF 27.00 FEET; THENCE N88'12'07-W A. DISTANCE OF 198.71 FEET; THENCE N01'47'S3 E A DISTANCE CF 130.43
FEET; THENCE S38-2314211E. A. DISTANCE OF 108,45 FEET; THENCE NO7-361/8.E A DISTANCE OF 43.05 FEET: THENCE N44'28'80"E A
DISTANCE OF 130.53 FEET; THENCE N4733'09.E A DISTANCE OF 39-78 FEET TO THE TRUE POINT aF BEGINNING,
CONTAINING 80,811.88 SQ. FT. (1.86 ACRES)
f 'a RENTON AIRPORT tl MA1A410 s.>=-r,
BOSAIR LEASE AREA ? 91 T�GtCM . r,
1 of i C
°""`'
OFT ETR 467,t7
EXH IB IT"A" 1"=701.1( I=NV PlO-D,TE .,7A7
31
EXHIBIT A-1
Buildings to Remain/Demolish
•
32
liar vow
trit 1'0
••••.•\..
t----, ,
4 - - ri . • -
1-;
IL „^1 .,
•
1 1 i r" •
. *UMW."•. • - .I'-.-7,111" -
1,1 • 1 le :.:--- - .'
....i --(
it' . I 1 mar.. " .°
- .
i1 4 * . _
,
.1' II •
.. .,
'
r i 1 L,,.......... 'le ••='
i - e
•
... L . -
1 I I • _ ..
'1.• 1.1'.Li _....;*-42 :•-
...
,
- - .
* .\,... _...,,,7 EXISTING BUILDINGS TO BE
ii ."••••.;, ',,, .....,----22' DEMOLISHED orwisigstroN. 1 IR - , ,..„,iva.. f.,
...44'." ,, '1 . • 10. ha , , .: "•::'••;., :.! 11 A .
. EUILDING TO
I. 1_ ....- . ,.
-- ..'\
, ....-, • , . , , 0. ,,. .
.' REMAIN
, ,_14 • . •-•• •••-- , A 1 _..., ,,,,,F,T.,,- , •. .,. -- .
‘, •,. ,
14I "it* ' ''',.... 41$. N /
, •,, ,.
. '..-.
ma* 1.-. ''* i'l'A>r O. ,„ ' •••
a.,
ca, - ' , ifliallo , 11,14.
' ACE AVIATION N
_....„, .
-'4
,2,0-agth
MD. 2. 7
wl
ft*
'H
4,7, .tzght. ,,,. ,
. , .
-
,
•.. 1
. .
•
-..
-
l----- ,
4•-`-`;-
, .
_ .
'p.
,k
— - •
,V..- , ,-• ,.,
..„6,'• s'..•
, 1 - 4.4
.,..4
....._
. yr..
okeri iv. . *4 , i' '. pit CllY OF
RENTON ExHisrr A-1
0021.: Building(s)to Remain/Demolish
Jun 214 2alz ',',. 'I .. : PnvinitrildlnibtPubik Ian ant
33
EXHIBIT B
Aircraft Laws and Regulations,
RCW 47.68.250: Public Highways and Transportation.
34
.441 sr 'ow
RCW 47.68.250
Registration of aircraft.
Every aircraft shall be registered with the department for each calendar year in which the aircraft is operated or is
based within this state.A fee of fifteen dollars shall be charged for each such registration and each annual renewal
thereof.
Possession of the appropriate effective federal certificate, permit, rating,or license relating to ownership and
airworthiness of the aircraft,and payment of the excise tax 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 section shall be the only requisites for registration of an aircraft under this section.
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 be collected by the secretary at the time of the
collection by him or her of the said excise tax. If the secretary is satisfied that the requirements for registration of the
aircraft have been met, he or she shall thereupon issue to the owner of the aircraft a certificate of registration
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 transportation fund.
It shall not be necessary for the registrant to provide the secretary with originals or copies of federal certificates,
permits, ratings,or licenses.The secretary 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:
(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 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.
35
"ogre Now
[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 14.04.250.]
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 14.20 RCW.
Definition of terms: RCW 14.20.010, 47.68.020.
36
EXHIBIT C
Landlord's Consent to Recordation
Notwithstanding anything to the contrary in this Lease, Landlord agrees that the parties may
record this Lease or any memorandum of this Lease.
37
APPENDIX 1
Foregoing 287 Hangar Building Reversion and Improvements
Forego Reversion of 287 Hangar Building:
1. Tenant's ownership in the existing hangar known as 287 Hangar Building (located at
287 East Perimeter Road) and depicted in Exhibit A of this lease will revert to City ownership on
July 6, 2020 under the current Lease Agreement LAG-86-003 and Addenda. Tenant proposes to
reconstruct and make improvements to 287 Hangar Building which will result in a significantly
higher quality building at the end of the new lease term.
2. The Tenant's utility and other improvements to 287 Hangar Building consist of the
following items which are not intended to supplant those improvements that may also be
required as part of the city's permitting process:
i. Installation of new hangar doors and modification to the header beam supporting the
hangar doors;
ii. Installation of a heating system;
iii. Upgraded insulation;
iv. Installation of a fire sprinkler system;
v. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar; and
vi. Installation of a new north wall (existing wall is a shared wall with the adjacent hangar
which will be demolished.
The Parties acknowledge that the Tenant intends to make a substantial capital investment
($300,000 - $500,000) in improvements to the 287 Hangar Building, including numerous
alterations to the structure as well as improvements within the building. Because Tenant will
forego approximately eight (8) years left on the current lease and will be making considerable
improvements to the 287 Hangar Building, Landlord shall forego the reversion of 287 Hangar
Building as specified in Section 5 of Lease Agreement LAG-86-003 during the duration of this
new lease. Foregoing the Reversion of the 287 Building during the term of this new lease is
based upon the Tenants' commitment to make substantial new investments in the 287 Building
and grounds as allowed for in Policy 6.7.2 and Policy 6.7.3 of the current Airport Leasing
Policies dated February 25, 2008.
3. It is understood that the plans and specifications for said building and improvements are
not necessarily in complete detail; and that the final plans, specifications, details, and location
of construction within the premises shall be subject to the city of Renton's building permit
approval process and approval by the Facilities Review Committee (as described in Appendix 5)
prior to the construction.
38
APPENDIX 2
The Parties' Schedule of Demolition and Construction
Construction by Tenant:
1. Tenant, solely at its cost and expense, must construct or cause to be constructed upon
the leased land certain buildings and improvements described below.
2. It is understood that the plans and specifications for said building and improvements are
not necessarily in complete detail; and that the final plans, specifications, details, and location
of construction within the premises shall be subject to the city of Renton's building permit
approval process prior to the construction.
3. Tenant shall submit a completed building permit application to the city of Renton's
building department no later than 180 days after execution of this Lease.
4. Tenant shall, at the time of submitting its completed building permit application, submit
to the Airport Manager a critical path construction schedule for the buildings and
improvements described below.
5. Tenant agrees at Tenants sole cost and expense, to demolish all Tenant owned
structures on the leased area with the Exception of 287 Hangar Building depicted in Exhibit A-1
which will remain in place and which will be improved by the Tenant, at Tenant's sole cost and
expense.
6. In demolishing tenant owned structures on the leased area, Tenant shall reference the
Tenant's own Phase I Environmental Assessment and Limited Asbestos Survey, for the 289
Perimeter Road east building dated September 22, 2000, and evaluate and remediate any
contamination found in the floor drains in Hangar #1 and in Hangar #2 as referenced in the
Phase I Environmental Assessment and Limited Asbestos Survey.
7. In demolishing tenant owned structures, tenant shall also reference the new Phase I
Environmental Assessment as referenced in Section 7.c. of this Lease.
8. Upon completion of construction, Tenant shall provide to the city of Renton's building
department a reproducible, CAD disc copy of all as-built drawings for all building and utilities
on the leased premises.
9. Tenant shall cause Tenant's construction work to be performed by licensed and bonded
contractors, approved by the city of Renton, and the contractors shall provide, if required by
the city of Renton, a performance bond covering all Tenant's work.
39
10. Time of Construction as provided in this Appendix shall commence at the Tenant's
option, but no later than 90 days after receipt of all applicable permits. This period may be
extended consistent with the terms in Section 25 of the Lease.
11. Tenant shall be fully responsible for all construction and all activities incidental thereto.
Tenant is not an agent or employee of the city of Renton but undertakes any activity hereunder
solely on its own behalf. All risks of loss arising from Tenant's construction activities to any
improvements now or hereafter constructed by Tenant shall rest on the Tenant.
12. All work and material shall be of good quality, free of defects, and accomplished in a
workmanlike manner in conformity with approved plans and specifications.
13. Tenant agrees that the height and configuration of any and all buildings and
improvements proposed to be constructed shall be subject to any restriction caused by existing
landing, runway, or taxiway requirements of the Airport as indicated in the Airport Master Plan
and other public planning documents available to Tenant at the time of execution of the Lease.
Work and/or material not in accord with the foregoing shall be corrected, removed, replaced,
and/or repaired at the Tenant's expense upon written notice by the Airport Manager. If such
work and/or material is/are not so corrected, removed, replaced, and/or repaired by the
Tenant within a reasonable period of time of such notice, the city of Renton may correct,
remove, replace, and/or repair such work and/or material at the Tenant's expense.
14. Tenant shall pay all costs of grading, constructing, paving, or any other development
costs, including all permits, within the leased Premises and costs of utility installation,
relocation, or removal required by the construction and its use and occupancy of the Premises.
All excavated soils shall be removed and disposed of at an approved off-site location. All
backfill material shall be imported material and the type and quality of the material shall be
approved by the airport engineer.
15. All work by the Tenant shall be performed in a safe manner both on the Premises and
with respect to any other city property at the Airport which might be used or affected by any
activity of the Tenant during construction. Work shall be performed so as not to interfere with
the use of other Airport property by the city, its other tenants, or other users of the Airport
property. Tenant shall keep the Premises, and any other Airport property, free of waste
materials and rubbish caused by the construction. Material and/or equipment shall not be
placed or stored upon Airport property other than the premises leased.
16. The city shall not be liable for any damages in connection with the approval or
disapproval of any plans and specifications or any construction or other activities of Tenant on
the premises, or the enforcement or failure to enforce any provisions of the Lease. The city's
approval of plans and specifications shall not constitute the assumption of any responsibility by
40
*ewe ,rise
the city or its representatives of the accuracy, efficiency, or sufficiency thereof, and Tenant
shall be solely responsible therefore.
17. The new hangar building known as the 289 Hangar Building and improvements
contemplated by this Appendix 2 consist of an approximately 35,261 square foot hangar
building (see Concept Rendering #1 and #2 in Appendix 2). There shall not be significant
changes in the design of the facade of the new hangar building from that which appears in the
Concepts Renderings #1 and #2 of this Appendix 2, below, without the written approval by the
Airport Manager. Said building will consist of one hangar bay for a total of approximately
14,640 square feet, and one (1) area consisting of an office/lobby, and multiple shop areas for
a total of approximately 20,621 square feet. At a minimum, the Tenant's utility and other
improvements consist of the following items which are not intended to supplant those
improvements that may also be required as part of the city's permitting process:
i. Installation of one water meter;
ii. Connection of the building to the sewer system;
iii. Connection of the building to the electrical and gas system;
iv. Connection of the building to phone service;
v. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar;
vi. Installation of oil water separator(s) to collect oils and grease from aircraft apron and
automobile parking lots; and
vii. Installation of an aircraft wash rack connected to the sanitary sewer system.
18. The existing hangar building which will be extensively remodeled (known as 287 Hangar
Building as shown in Exhibit A-1) and improvements contemplated by this Appendix 2
consistent of approximately 9,500 square feet of hangar building space. At a minimum, the
Tenant's utility and other improvements consist of the following items which are not intended
to supplant those improvements that may also be required as part of the city's permitting
process:
i. Installation of new hangar doors and modification to the header beam supporting the
door;
ii. Installation of a heating system;
iii. Upgraded insulation;
iv. Upgrades to the existing fire sprinkler system;
vi. Rehabilitation/reconstruction all concrete pavement on the apron area serving the
hangar; and
vii. Installation of a new north wall (existing wall is a shared wall with the adjacent hangar
which will be demolished.
19. The new hangar building that will be constructed by the Tenant under this new lease
agreement will occur within areas where petroleum hydrocarbons are present in soil and
groundwater, and where the Department of Ecology is conducting oversight of cleanup work.
The site is known as the "Former Fuel Farm AOC Group" and The Boeing Company is the
41
NNW 'Oar
principally responsible party. Appendix 3 is the agreement that lists the protocols that should
be used in case hazardous materials are encountered by the Tenant during construction of the
new hangar building or any other construction on the property covered under this Lease
agreement.
Concept Rendering#1—Airside
•x - - .. . Ace Ay' .t o __
_
..tet .
Al
1..,,:---- ma' . ,�
E 2
Concept Rendering#2 — Landside- East Perimeter Road
A
; 1
-'111 Ell..,zil 14 la r7:-.....,,,,czzi 'ftztm _: ' , ,a
42
Novi Nese
20. Specifications & Improvements for Tenant's Buildings: The Tenant's building
references shall relate to the conceptual drawings by SFA Architects, shown in Concept
Rendering#1 and #2. The building portion of this project shall include, but not necessarily be
limited to, the following:
20.a. Substructure:
20.a.(1) Demolition of portions of the existing concrete foundation, footings & slab.
20.a.(2) Limited demolition & removal of existing underground utilities as required
for construction.
20.a.(3) Concrete foundation, footings & slab shall be designed for compliance with
all local building codes. The concrete slab in the hangar area shall receive a
special floor coating of epoxy, polyurethane or similar treatment to provide
a low-gloss, maintenance free surface.
20.b. Building Shell:
20.b.(1) The basic structure shall be a pre-engineered metal building system, with
clear-span rigid frames, steel primary and secondary members, with a 24-
guage standing-seam prefinished metal roof with a manufacturer's 20-year
weather tightness warranty.
20.b.(2) The construction shall permit easy expansion in the future. Additionally,
since the walls are not load-bearing, a factory preformed and factory
prepainted steel panel system will be used on the exterior walls.
20.b.(3) The hangar exterior shall be no less than 26-gauge prefinished metal siding
& trim, with a "Kynar" paint system; with a manufacturer's standard 20-year
material warranty. There may be limited use of panelized stone veneer or
other ACM panelized metal products on the exterior office space portion of
the building.
20.b.(4) The office portion of the structure shall use conventional steel or wood
frame construction, but exterior materials must blend with the main hangar
for a uniform and cohesive appearance, using the same or similar exterior
materials. Exterior glazing shall be anodized aluminum curtain wall or
storefront, with double-insulated glazing per code. The office portion
projects outside the main "box" of the building shell on the North side of
the building, with a slightly different roof profile. There will be extensive use
of aluminum storefront glazing, particularly on the north & west sides.
20.b.(5) There shall be an enclosed spray booth on the west side of the main hangar
face, projecting some 18'-0" from this face, with a lower roofline.
20.b.(6) The office portion and the accessory spaces shall project away from the main
building shell, with different roof levels.
43
o.r w
20.b.(7) There shall be a 4-ton overhead traveling bridge-crane at the center of the
main hangar space, providing lifting capabilities for the larger aircraft.
20.b.(8) The building shell is currently conceived to include two levels of interior
perimeter mezzanine spaces, to be used for parts storage, avionics shop,
pilot training, and other aviation related uses. Mezzanine construction shall
be steel girders, with wood and/or steel secondary framing, plywood or steel
decking; design loadings shall be in conformance with the 2009 International
Building Code.
20.b.(9) The main hangar door facing the taxiway shall be approximately 100'-0" feet
wide X 25'-0" high, using horizontal sliding door sections of non-combustible
construction, and exterior metal siding to blend with the balance of the
architectural appearance of the building. The predominant exterior building
colors shall be aviation "red", with limited white trim; subject to any
required approvals by the City of Renton Planning Department.
20.b.(10) Building 289 shall have a quantity of insulated skylights in the roof to allow
additional daylighting of the main hangar space.
20.b.(11) The main facades of the hangar portion shall feature extensive use of
exterior glazing to maximize daylighting of the hangar space, together with
some horizontal bands of faux-windows —with the intent being to replicate
the appearance of the real gridded windows seen in some of the older
aircraft hangars from the 1940's.
20.c. Systems:
20.c.(1) Interior spaces, including the hangar bay, shall be heated spaces, in
conformance with the 2009 Washington State Energy Code. Finished offices
& training rooms shall be fully heated and air conditioned using energy
efficient heat pumps or package HVAC units. The hangar space shall be
semi-heated using either gas-fired unit heaters, or under-slab gas-fired
radiant heating.
20.c.(2) All spaces shall be fully protected by a fire sprinkler system, designed per
NEPA Pamphlet#13 criteria, as required by 2009 International Fire Code, and
other criteria as per the City of Renton Fire Department.
20.c.(3) The hangar and aircraft repair areas shall include a compressed air system
for power tools.
20.d. Adjacent 287 Building: The adjacent 287 building is considered an integral part of
the new facility, and as such it will be retrofitted, as set out in Appendix 1, on the taxiway side
to accommodate a larger & higher hangar door, to allow this area to be utilized for repair &
maintenance of larger aircraft, than is presently possible. The exterior of this structure shall be
painted and retrofitted with windows and other materials to carry the architectural theme
from the 289 Building to the 287 Building in order to blend the two hangars together into one
hangar complex.
44
21. Cost Estimate: Below is a conceptual cost estimate dated March 27, 2012 as
prepared by the Tenant's general contractor labeled "Ace Aviation Inc, Conceptual Cost
Estimate ROM #2"
This cost estimate, which is based upon the conceptual design drawings completed so far is
intended to provide a general idea of the cost of the improvements. At this time the costs are
expected to range from $2,900,000 to $ 3,500,000. These cost estimates will be refined as the
final detailed design work is completed.
Ace Aviation,Inc.
Conceptual Cost Estimate-ROM Estimate#2
•
March 27,2012
Quantity SIUnit $
A SUBSTRUCTURE 35,261;1 SF 6.51 229,390
A10 Foundations 35,261 i SF 6,51 229,390
A20 Basement Construction 35,261 1SF 0.00 -
B SHELL 35,261 SF 33.711 1,188,497
1310 Super Structure 35,261 SF 26.401 931,009
B20 Exterior Enclosure_ 35,261 SF i 6.591 232,284
830 Roofing 35,261 SF 071( 25,204
C INTERIOR CONSTRUCTION 35,261 SF' 10.041 354,082'
C10 Interior Construction 35,261 SF1 5 641 199,030
C20 Stairs 35,261 FL 1 1.88 66,175
C30 Interior Finishes 35,420 SF1 2.51 88,877
D SERVICES 35,261 SF1 17.12 603,579-
D1 0
03,579D10 Conveying 35,261 1 SF 1.43 50,325
D20 Plumbing 35,261 SF 1.04 36,750
D30 HVAC 35,281 SF 4.14 146,141
D40 Fire Protection 35,261 SF 3.00 105,905
D50 Electrical 35,261 SF 7.50 264,458
E EQUIPMENT&FURNISHINGS ' . 35,261 SF 0.66 23,425
El0Equipment 35,261 SF 0.00 -
E20 Furnishings 35,261 SF 0.66 23,425 C
F SPECIAL CONSTR.&DEMOLITION 35,261 SF 2.35) 82,905
F10 Special Construction 35,261 SF 0.0011 -
F20 Selective Building Demolition 35,261 SF 2.351 82,905
G BUILDING SITEWORK 35,261 SF 3.83 134,990.
G10 Site Preparation 35,261 SF 1.36 47,800
G20 Site Improvements 35,261 SF 2.11 74,355 1
G30 Site Mechanical Utilities 35,261 SF 0.36 12,835
G40 Site Electrical Utilities 35,261 LF 0.00 - ,
G90 Other Site Construction 1 35,261 I LF 0.00, )_
Sub Total 2,616,867
Design Costs -
General Conditions 251,276
Overhead&Profit®! 4.5 129,066
Total 2,997,209
SF 35,261
6/SF i $ 85.00
45
22. Schedule: The proposed project schedule is shown below:
c:„+isrt.s,.okgs,CiAlathumtros
LD 0 Ina hang ant. 2:1 II"soh
I A `SCHEM4TUC DESIGN PHASE: i 45 days' WI 93;12 i F4 11+2'12
ste Mivey-8aghaisen ErgineeatIg 10 days', 14M7n 9312 s Fit 9,14112,
S C1aore ne Peat reipiredi 44 days~.1.6 971,i 12' Tt1r 11 1�"121
• 3 Feld wort-As-Eti1t Dmitri 6 15 days' h1x1 93112; F119E21112
t. 3- Co cent DraWrgs Pianttrg 32 days h'lcar 93,'12 Tue 1001E412j
E :^ Finl tm basicemelope&prcgrammrig 20 days• Wed 10117$12 Tie 11;1302
c ' DESIGN DEVELOPhENT PHASE: 2a days; Wed 11,1412, Tue 121E112
Cterttrn Nkrk:rpe Ix rnscr emery 15 days, 'Ned 11;21112; Tue 121112
10 L Fir[alm plan, ai:Drts,stte sc 25 days` 1.iC+n 11 312 Fr1 127e12
1' 3 NEP Domil a per. %op' 15 days I.4c 1 V2£112 Fr 1'14112
1' Li CONSTRUCT 1ON DOCS PHASE: 50 days:: Wed 12119112 Tile 2'2513
u 23 Dff.e top Final Safe-NEP aysters 15 day Mcn 12,24M2 Fr1 1.+1113
'5 Dais-ruction s)days ma!12'1C.'12 Fr1215131
lel ... t
�xPerr'Yt itlay' I,lorr2liBf'I$ htit'�tE113.
Plan Fte tew S Punt .A cia)s -rue 21413 htn At.Z.'13 13{I
La
M ;A MMHG PHASE: 46 days'; Lord 227113 Wed 5'1113
= A. Cmiractce filling Phase 20 days Mon 31E413 Fs141213
{ :0 ftp:Contracts=S MEP Subs. 10 days 14on 415113 F4 4,2513
zz ftrsl NEP vyaFsrs DESk]t15 days Men 4'2 '13 Ff15,17t 13
= 3 rr,CONST6i11CTMON PHASE: 1E0 days I4 n x.'2 '13 Fit tau
74 :t 'r#ai Con p elan 8+'3irxiY lst 10 days en 1,5114 _...FYI 1117;14
4 Oaer Mae-IrvEq_fprrent 10 days, iron V2Ei'14' Fri 1.31;141'
m cxwrptelio t 1 day Mnn 239114; hE+n 2,'S14
46
APPENDIX 3
FORMER FUEL FARM AGREEMENT
This Agreement is made and entered into this pet) day of , 2012
by and among the City of Renton (the "City"), a Washington munici al corporation, The
Boeing Company ("Boeing"), a Delaware corporation, and Bosair, LLC ("Bosair"), a
Washington limited liability corporation. The City, Boeing and Bosair shall be referred to
collectively in this Agreement as the "Parties."
RECITALS
1. The City owns property known as the Renton Municipal Airport (the "Airport
Property"), King County Parcel No. 0723059007. Boeing leases a portion of the
Airport Property from the City under a Ground and Building Lease dated May 19,
2010. Boeing historically leased additional property for operation as a fuel farm (the
"Former Fuel Farm"), as depicted in Figure 1 attached to this Agreement. A portion
of the Former Fuel Farm was excluded from the 2010 Ground and Building Lease.
2. Bosair leases a portion of the Airport Property from the City (the "Bosair Property")
under a ground Lease Agreement LAG-03-86 assigned in March 2001, by John,
Julie and Terrence Lien (the "Bosair Lease"). The Bosair Property includes that
portion of the Former Fuel Farm excluded from the 2010 Ground and Building
Lease. Bosair now intends to design and construct a new hangar building on the
Bosair Property, with demolition of the existing buildings anticipated to occur in the
first quarter of 2013.
3. Boeing has been working with the Washington State Department of Ecology
("Ecology") to address historic releases of hazardous substances at Boeing's Renton
Plant (the "Renton Plant") pursuant to Agreed Order No. DE 97HZ-N233 dated
October 10, 1997. Under the Agreed Order, Boeing is required to prepare and
implement a Cleanup Action Plan (the "CAP") to clean up known contamination
released from the Renton Plant, perform post-cleanup soil and groundwater
monitoring, and institute other applicable institutional controls. The CAP presents
the selected final cleanup actions, the cleanup standards expected to be achieved
and the approach and schedule for implementing the cleanup actions at 12 separate,
defined solid waste management units and areas of concern located at the Renton
Plant, including the Former Fuel Farm.
4. Access to those portions of the Airport Property not leased by Boeing for the
purposes of implementing the CAP and conditions outlined in this Agreement are
specified in the March 2012 Access Agreement between the City and Boeing.
47
AGREEMENT
For and in consideration of the mutual benefits to be derived and other valuable
consideration the sufficiency of which is hereby acknowledge, the Parties agree as
follows:
1. Bosair shall, during design and construction of the new hangar building, use all
reasonable measures to avoid damage to the groundwater monitoring wells known
as GW102S, GW211S, GW 212S, GW219S, GW220S and GW224S as shown on
Figure 1. Ground monitoring wells known as GW222S and GW223S will be closed
by Boeing prior to demolition of the two existing hangars and office building.
2. If Bosair's activities disturb or damage the well casing or well seal of the groundwater
monitoring wells GW102S, GW211S, GW 212S, GW219S, GW220S, or GW224S,
which are to remain onsite after construction of the new hangar, Bosair shall
immediately notify Boeing and Boeing will contract with a licensed well driller to
repair or replace the well so that the monitoring well(s) remains operational. Boeing
shall bear the cost of such replacement unless such disturbance or damage is due to
the negligence or willful misconduct of Bosair or the City, or their contractors or
representatives.
3. If Bosair's asphalt/concrete paving plan for the ramp area west of the existing and
new hangars results in a grade change affecting the lids of the groundwater
monitoring wells, Bosair, or Bosair's contractor or representative shall be responsible
for adjusting the lid of all affected monitoring wells to match the final grade of the
asphalt/concrete ramp. Boeing will be responsible for adjusting the height of any
well casings if substantial grade changes are necessary.
4. The Parties assume that Bosair will encounter soils during construction which may
appear to be contaminated (e.g., visual signs of impacts or a noticeable odor). The
Parties agree to the following protocol in the event potentially contaminated soils are
encountered on the Bosair Property during Bosair's construction activities:
a. If soil is encountered with a noticeable petroleum odor, Bosair shall immediately
stop any activity which might disrupt such soil and contact the Boeing Field
Engineer (Mr. Fred Wallace at 206-930-0461, or other representative as provided
by Boeing). The Boeing Field Engineer and/or Boeing's consultant will promptly
respond and evaluate the excavation area and where deemed necessary by
Boeing, will collect samples to determine the concentrations of benzene and TPH
in the soil. Soil with no visual signs of petroleum impacts and with no noticeable
petroleum odors will not be evaluated by or the responsibility of Boeing and will
be the responsibility of Bosair or the City for reuse or removal from the site as
dictated by construction needs.
b. Soil suspected to be contaminated will be left in place until laboratory analysis is
available to confirm the presence or absence of petroleum hydrocarbons and
48
benzene.
c. If the suspect soil needs to be excavated immediately to avoid construction
delays, Bosair or the City shall be responsible for stockpiling and protecting
excavated soil to ensure that soil is not exposed to the weather and does not
enter the airport storm drain system.
d. If soil exceeds MICA Method A cleanup criteria for TPH or other petroleum-
related compounds, Boeing will arrange for the disposal of soil in a subtitle D
landfill, with approval of the receiving facility to accept the soil.
e. Bosair shall be responsible for the transportation of soil to a receiving facility or
loading of soil into trucks, provided that the receiving facility is located within a
reasonable distance from the Bosair Property (less than approximately 10 miles).
Boeing will pay the incremental costs for transportation of soil if the receiving
facility is not located within a reasonable distance. It is anticipated impacted soil
will be sent to the Waste Management Alaska Street Reload facility in Seattle
Washington, which the parties agree is within a reasonable distance from the
Bosair Property.
f. If soil is contaminated below MTCA Method A cleanup criteria, but cannot be
recycled or reused due to elevated levels of TPH (i.e. the soil has an
unacceptable odor and/or has concentrations of fuel related contaminants at
least 50% of the cleanup standard), Boeing will arrange for the disposal of such
material as set forth in subparagraph 4.d.
g. Groundwater is not anticipated to be encountered and no dewatering is
anticipated. However, if wet soils are encountered, they will be drained of water
within the excavation area by Bosair, and will be managed according to the
concentrations of TPH present in the soil (i.e. if the soil exceeds MICA Method A
cleanup levels, Boeing will arrange for the disposal of soils as set forth in
subparagraph 4.d.).
5. Term. This Agreement shall commence on the Effective Date and continue until the
Washington State Department of Ecology determines that the subject site known as
the Former Fuel Farm site is no longer subject to an Agreed Order between Boeing
and Ecology.
6. Notices. Any notice regarding subject matter covered under this Agreement shall be
given to:
City of Renton
Attn: Ryan Zulauf, Airport Manager
Telephone: 425.430.7471
Email: rzulauf@rentonwa.gov
49
The Boeing Company
Attn: Carl Bach, Remediation Project Manager
Telephone: 206.898.0438
Email: carl.m.bach(c�boeing.com
Bosair, LLC
Attn. Kurt Boswell, Owner
Telephone: 425-204-0845
Email: kurt@aceaviationinc.com
7. Effective Date. This Agreement shall become effective as of the date of the last
signature below.
IN WITNESS WHEREOF, this Agreement has been executed as of the date specified
above.
By: By:
4444;0 cyslz__
r •1 .
Denis Law, Mayor Q/ab/a0/.2.
City-of Renton f The Boeing Company
� t'est Date: I cotZ.
- ' ' ..-V343.71;n6 ,/ idal6v`'
$'or-r e;' I ., Walton, City Clerk
'-.By;
u�,,/t,.;
Bosair, LLC ,Ur+' Otie;sL1 II
Date: q/ 4/iz,
50
4 [' •""h,\ 'FORMER FUEL FARM ACC OROUP
_. _ - ,*
EBAB :
LOCATION MAP
NMOrTtOMAL F4
'`� +3M1Y1 re° 6ET'PtE-WCI.-
a ... �.,......�. G'h"225k Gyy 1Fi3 1' _ , ,
1 I .,, PPO , a II"'
C ,5 �, { = 1 s 1,3. ..
t: L.— .. f '.\ til
BUILDING 502 i'i �I PPa ' j ,}' .''+ ,` 'Y t
1
t� ,x, 1� .'t r
1 .i I r '' ,.".'x ww... PPY3s '..,,,,„,,,A,r: PROPOSER tLSAAR k
•!:5 1 PP71.. ,,r„ „ 1z�in ®., EBUI NG � I ,
Pd ' :.kl., t5 J°0.....x , "�.,, � i BOEINp KWrOW t
43T
... I'I•sv10d ev11n r , r -i Ra11E[>t1`W.a \\:'\, I�_ F,A,cl4rrx NAY __J.
1 aS :t 7 I 1PP2�ti. OY2235pe,,,. }., t LEGG^t�
A. -. 1 P.03 �t I rk',L1 i - 'rQL
I dl ...IAm •. '$Ch. ",'i[Yf1G18 CP' u-rvrw0 9sx la-r 3w
JI F ,(e;,"1 "pk cnn;wowax Lllu.e�Mi'oNILu,,,,,,,*t
.__. r I _ i s TPJ
1
...�. ,.: PPVITILD i '� A5 Fp0 X5 417‘1, j� �PPIC3;r PAH PA^PES4iarCN
APPAOk1MWTE LEASE BOUNDARY C' 1 ''+, ✓__'� -�F'P n'.. >' ..P., ,, PP40
,,,,,,yyy... }�pp r► �R F RAMP ' /r A9:+.0+* pwiS`rnO uwulnkn,'rUnb xkx sr+ncru wcu
{� 1:14 ^�15 -Kr..,PA4 E �` &Y't 14 / r:
Ptrd1'3 1 V '..,:!� Xr PI+$[3 PPt� BY.If:g xrizrwc iwtIMIPC.I1 dcrvcw9 Ka fell,
i� :' A;'..sna F as . .: „.--
EV”'t 1Pryj,9g. a 644ni`J . F 7,- __-- uwUkrX»r,Akrz.eF7AFMr.coLP*
NAhHOE3i ►— •—�.•- .. _.('..� �.�.. uwoc>sumuwo+ a*MX;1113t>:
aF * " PP.11).* *7i 3
__. nv[,: PPSl1,6>'V2205 PPS.] 1• P. 4J
ry
LP , I S PP2i�°I. rt. .—s _ fENGF
{{ - I', J. vtte i � p r ay�2t '°'w,� rfh'219� : �.� ,t rTi II Jr�t SOL WI aPVxi wLAT A: wCY',fg',fgt.:
r 1( "y 0.9.F,<
y .� P9d °r�IT •f '�., fCM1CF wxrow5 M4 P,:'txl.0000140 M)I rfr4orA
r E } ��I A ..� N6 wb`NESl;wra,r;,t Cr a.-f++twB CL`w.ilKw5,
F .; OYf2125 ft}i�Pa2'PPd1U 8911,1{ >r �_�
1 PP4 ,r _�' Q3 PP/tr •
hevf^1.,PP+ 1' `\ r nnrrgwuL vr,-wr Rr.w'Iti!1Ju,cr
e
A
S' .rver etr r..u..r.ryr ..5.a
v.
2 L.
''''"':-A;.... i Evl O'W1025 r3 Cr..r,F..,de;F-1,arAl i;1'i'o
.� j -_". GW22/-S .es,.xu,/
avio* 83
PPait fU
N
FP1
�iy
I PAS75' +/
"`-.
`
i .. 0.0,1100.0,110N Ti'-:
. t tlMCOY COa!'x.C:b-r^Y4CtW TYK.M ■
{{
. ,PPt1E P?d:kk ecr,.,s. _ ne:cuerw,nu
1 I k RLLU FAME Lat.T IS rrno Mk.R[4L1Y..
__-_.._
5 pr-pcf06r 1:fgA glOYNATC
ty LLrwh�''aYa n+O%xTCY.2-1.10•44,415
y f SUMMARY
COG Qfi+C1JWATER- --.
gt
,�,.,,y,.... ., j `. ..'y' r.,...., j UNE RESULTS
Lt
+� r'!:"-^mow..•,;9�^qtr.. .�' � AOei»;I INNII00 Ft/414y
! M' Rrnlan,Y/es'rilnQeOn
_ n ,, .a 1,..,,,pt- .. -__f—Wlr. ,,,,,,,,,,,._. Ft°F°cINo *at._.._
� LlflJiK� ..r,..:��f AMEC Geomatrix
s� Figure 1
APPENDIX 4
Leasehold Mortgage
1. Lender Protections. Tenant has applied for financing in connection with its
business and/or the construction of improvements on the Premises. Tenant shall have the
right to grant to the providers of such financing (each, a "Lender") leasehold mortgages,
assignments of leases and rents, and such other security instruments covering and affecting all
or any portion of the Premises as Tenant may deem necessary or appropriate (collectively, the
"Loan Documents"). Tenant will provide Landlord a list of the names and addresses of all
Lenders. In the event that any Lender sells or otherwise assigns the Loan, such Lender shall
notify Landlord within thirty (30) days of the identity and address of the new Lender and the
identity of the person to whom notices required herein may be sent.
(a) Notices. Landlord agrees to give simultaneously to each Lender a copy of
all default notices and other communications regarding defaults and potential defaults sent by
Landlord under this Lease. All notices or copies of notices which are sent to any Lender shall
be in writing and shall be sent by registered or certified United States mail, postage prepaid,
return receipt requested, or by recognized overnight business courier service, to such Lender
at its address designated by notice from Lender to Landlord;
(b) Lender's Right to Take Possession. A Lender, during the term of its Loan
Documents and subject to section 1(d) below, shall have the right to enter upon and take
possession of the Premises, whether by foreclosure or otherwise, upon the happening of any
default as specified herein or for any default in or breach of Tenant's obligations to each
Lender. Notice thereof shall be sent to Landlord.
(c) Lender's Cure of Defaults. A Lender shall have the benefit of the
following provisions in addition to those elsewhere provided in this Lease:
(1) no notice of default or termination given by Landlord to Tenant
shall be effective until a copy thereof shall also be sent to such Lender; and
(2) after the occurrence of a default and receipt from Landlord of a
notice of the occurrence of a default, a Lender shall have the same time period
subsequent to the receipt of such notice as is permitted hereunder to Tenant
plus an additional sixty (60) days to:
(i) notify Landlord of Lender's desire to cure the default;
(ii) pay or cause to be paid the rent, and any other Monetary
Obligations (as defined in section 1(c)(3)(i) below) then due and in
52
arrears as specified in the notice to Lender and which may become due
during such sixty (60) day period; and
(iii) comply with all other obligations of this Lease then in
default; provided that Lender shall not be liable under any circumstance
for or with respect to, or required to cure or assume under this Lease,
any default or any obligation related to any default that is not reasonably
susceptible to cure by Lender or any other third party (including third
parties reasonably retained, employed, or hired by Lender), including but
not limited to Tenant's bankruptcy, breach of warranty, construction
delay or default, insolvency, misrepresentation or fraud, and execution
or levy by creditors ("Lender Non-Curable Defaults"). Lender
acknowledges that the provisions of Sections 8.a.(1) and 8.a.(4) of the
Lease, subject to the limitations of Section 8.b of the Lease, are
mandatory provisions in the Lease and are therefore deemed "curable by
Lender."
(3) If Landlord is permitted to elect and elects to terminate this Lease
by reason of any default of Tenant, and Lender has proceeded in the manner
provided for by section 1(c)(2), the specified date for the termination of this
Lease as fixed by Landlord in its Termination Notice shall be extended for a
period of six (6) months, provided that Lender shall during such six (6) month
period:
(i) Pay or cause to be paid the rent, and any other Monetary
Obligation of Tenant under this Lease as the same become due, and
continue to perform all of Tenant's other obligations under this Lease,
except (A) obligations of Tenant to satisfy or otherwise discharge any
lien, charge or encumbrance against Tenant's interest in this Lease of the
Premises junior in priority to the lien of the Leasehold Deed of Trust, and
(B) past Lender Non-Curable Defaults, and (C) failure of Tenant to satisfy
its indemnity obligations under this Lease. Without limiting the
foregoing, Monetary Obligations shall include those obligations to pay
money for rent, taxes, utilities, and any other amounts due under the
express provisions of the Lease ("Monetary Obligations") and shall not
include the monetary damages arising from Tenant's failure to otherwise
perform or remediate any act or omission constituting a default; and
(ii) If not enjoined or stayed, take steps to acquire or sell
Tenant's interest in this Lease by foreclosure of the Leasehold Deed of
Trust or other appropriate means and prosecute the same to completion
with reasonable diligence and continuity. If Lender is enjoined or stayed
from taking such steps, Lender shall use its best efforts to seek relief
from such injunction or stay. If as a result of Tenant's filing a petition in
53
bankruptcy, this Lease is rejected by the bankruptcy trustee, Lender,
upon termination of this Lease, shall have the rights described in section
1(g), below.
(4) If at the end of such six (6) month period Lender is complying
with section 1(c)(3), this Lease shall not then terminate and the time for
completion by Lender of such proceedings shall continue so long as Lender
continues to comply with the provisions of section 1(c)(3) and proceeds to
complete steps to acquire or sell Tenant's interest in this Lease by foreclosure of
the Leasehold Deed of Trust or by other appropriate means with reasonable
diligence and continuity. Nothing in this section 1, however, shall be construed
to extend this Lease beyond the Term nor to require Lender to continue such
foreclosure proceedings after the default shall be cured in which case Lender
shall discontinue such foreclosure proceedings and this Lease shall continue in
full force and effect as if Tenant had not defaulted under this Lease.
(5) If Lender is complying with section 1(c)(3), upon (i) the acquisition
of Tenant's leasehold estate by Lender or any other purchaser at a foreclosure
sale or otherwise, and (ii) the discharge by such foreclosure of any lien, charge
or encumbrance against Tenant's interest in this Lease or the Premises which is
junior in priority to the lien of the Leasehold Deed of Trust and which Tenant is
obligated to satisfy and discharge by reason of the terms of this Lease, this Lease
shall continue in full force and effect as if Tenant had not defaulted under this
Lease; provided, however, that Lender or its designee or any other such party
acquiring Tenant's leasehold estate shall agree in writing to assume all
obligations of Tenant under this Lease, subject to the provisions ofthissection
1.
Nothing contained in this section shall require a Lender to begin or continue possession
of the Premises or foreclosure proceedings or to begin or continue to cure any default
by Tenant or preclude Landlord from exercising any rights or remedies under this Lease
with respect to any other default by Tenant during any period of such forbearance or
preclude Landlord from exercising any rights or remedies under this Lease other than
termination or cancellation of this Lease during any period of such forbearance.
(d) Protection of Interests of Lender. If a Lender, through the operation of its
Loan Documents, or by entry as a mortgagee in possession, or by foreclosure, or by
acceptance of an assignment in lieu of foreclosure, takes possession of the Premises,
such Lender shall have the right, at its option, to operate the improvements on the
Premises itself and in all respects comply with the provisions of this Lease; and if such
Lender thereby acquires Tenant's interest in the Premises, such Lender shall further
have the rights, at its option, to:
54
(1) assign,sublease or transfer Tenant's interest in the Premises or this
Lease (without requiring the consent or approval of Landlord) to (A) a subsidiary
or affiliate of such Lender or (B) any other assignee or transferee, which
subsidiary or other assignee or transferee shall expressly assume all of the
covenants, agreements and obligations of Tenant under this Lease by written
instrument to be recorded in the appropriate county, a copy of which shall be
provided to Landlord; or
(2) terminate the leasehold interest created by this Lease, thereby
permitting Landlord to determine the future of the Premises, including the right
to relet the Premises; in the event of such termination there shall be no
obligation by Landlord to compensate such Lender for any losses and no
obligation by such Lender to cure any default of Tenant.
Any action under section 1(d)(1) shall be self-operative without the execution of any
further instruments on the part of any of the parties hereto immediately upon Lender
succeeding to the interest of Tenant in the Premises. Landlord agrees, however, upon
the election of written demand by Lender after Lender comes into possession or has
given Landlord notice of its intention to do so, to promptly execute an instrument in
confirmation of the foregoing provisions, satisfactory to Lender, in which Landlord shall
acknowledge such new tenancy and confirm its terms and conditions, consistent with
this Lease. Nothing contained herein shall limit or restrict Lender's right to exercise any
other rights and remedies under its Loan Documents.
(e) Obligations and Rights of a Mortgagee in Possession.
(1) Landlord agrees that if Lender shall succeed to the interest of
Tenant in the Lease, Lender shall not be (A) subject to any offsets or defenses
which Landlord might have against any prior tenant, provided that Lender does
not assert any claims of any prior tenant; (B) liable for any obligation to
indemnify or reimburse Landlord or any third party or any of their respective
successors and assigns from and against any loss, liability, damage or cost
relating to or arising from any release of any toxic or hazardous materials on,
under or about the Premises other than those caused by Lender or its agents;
(C) liable to the Landlord or any third party for any environmental obligations
other than those caused by Lender or its agents; or (d) bound by any
amendment or modification of the Lease made without Lender's written
consent.
(2) Landlord also agrees with Lender that Landlord will not
voluntarily subordinate its interest in the Lease to any other lien or
encumbrance without Lender's prior written consent.
(3) If a Lender shall enter upon and take possession of the Premises,
but not otherwise, it shall be bound thereafter to keep and perform all duties
55
and covenants and agreements of Tenant under this Lease during the term of its
possession; provided, however, that if any default or breach of covenant or
other condition justifying termination or cancellation of this Lease by Landlord
shall have been cured within the period provided in this Lease and Tenant shall
resume possession and shall not then be in default under this Lease, Lender,
upon restoring Tenant to full possession of the Premises and its rights under this
Lease, shall thereafter not be so bound; and provided further, however, that (i)
if after such entry upon and taking possession of the Premises the Lender shall
accept another tenant in place of Tenant, or (ii) if after such entry upon and
taking possession of the Premises, and upon notice to the City, the Lender shall
assign its mortgage, the mortgage note secured thereby, and its possession of
the Premises to another lender, or (iii) if the Lender notifies Landlord in writing
that it has ceased to maintain possession of the Premises, then, in any such
case, such Lender shall thereafter not be so bound. Lender further agrees that
within 90 days of entering upon and taking possession of the Premises, Lender
shall perform or cause to be performed at Lender's sole cost and expense an
environmental audit of the Premises, the findings of which shall be provided to
the Landlord.
(f) No Modification or Termination Without Lender Consent. During the
term of any leasehold mortgage affecting the Premises, this Lease shall not be
amended, modified, terminated or canceled nor shall Landlord accept a surrender of
Tenant's leasehold interest, unless such amendment, modification, termination,
surrender or cancellation is assented to in writing by all Lenders. Any such attempted
amendment, modification, termination, surrender or cancellation without such assent
shall be void. Nothing in this section 1(f), however, shall be deemed to require Lender
assent for those amendments or modifications required by the Lease or documenting
the exercise of rights under the Lease (e.g., periodic rental adjustment).
(g) Lender's Rights To New Lease. Landlord agrees that (i) if a Lender, a
subsidiary or affiliate of a Lender or any other assignee or transferee of a Lender has
acquired Tenant's interest in the Premises pursuant to section 1(d), or (ii) upon any
termination of this Lease, at the request of a Lender, Landlord will, upon Lender's
compliance with the requirements of this section 1(g), enter into a new lease with such
Lender, a subsidiary or affiliate of a Lender or other transferee or assignee upon the
same terms and conditions contained in this Lease with appropriate revisions to reflect
the rights of such Lender, subsidiary, affiliate, transferee or assignee, for the remainder
of the Term subsequent to the date of such acquisition or termination; said new lease
shall have the same priority as this Lease. Landlord shall not be required to enter into
such a new lease unless, prior to the execution and delivery of such new lease, such
Lender or its designee shall have cured (or cause to be cured) all Tenant defaults under
this Lease except Lender Non-Curable Defaults (which shall be deemed waived as to
such Lender, subsidiary, transferee or assignee), and shall have performed all the
56
covenants and obligations of Tenant which are reasonably within the power of such
Lender to perform.
(h) Liability of Lender. No Lender shall have any liability or obligation under
this Lease unless it acquires Tenant's interest by foreclosure or acceptance of an
assignment in lieu of foreclosure, and no Lender shall have any liability disclaimed in
section 1(e).
2. Estoppel Certificates. Landlord shall execute and deliver, within fifteen (15)
business days of Lender's request therefor, estoppel certificates or such other similar
certifications as may be reasonably requested up to four times each calendar year ("Estoppel
Certificates"). Up to one Estoppel Certificate per year shall be a standard form certificate
stating: (i) the date the Lease was executed, its commencement date if different from the date
of execution and the date on which the Lease expires; (ii) the date the Tenant entered into
occupancy of the Premises; (iii) the amount of rent payable under the Lease; (iv) the date to
which the rent has been paid; (v) that the Lease is in full force and effect and has not been
assigned, modified, supplemented or amended in any way (or specifying the date and terms of
agreement so affecting the Lease); (vi) that the Lease represents the entire agreement
between the parties as to this leasing; (vii) that all conditions under the Lease to be performed
by the parties have been satisfied with the exception of conditions relating to the release of
hazardous materials, which the Landlord shall only be required to certify (a) that the Tenant
has provided proof of hazardous materials insurance required under the Lease continuously
effective from the date required by the Lease; and (b) that the Landlord has no actual
knowledge of any breaches of the Lease related to hazardous materials releases by the Tenant;
(viii) that there are no existing claims by Tenant for which there are any defenses or offsets
which the certifying party has actual knowledge of against the enforcement of the Lease by the
Tenant; (ix) that no rent has been paid more than one month in advance; and (x) that no
security has been deposited with the Landlord (or, if so, the amount thereof) ("Annual
Standard Form Estoppel Certificate"). Landlord and Tenant agree to share the costs associated
with Annual Standard Form Estoppel Certificates as follows: once in each five (5) year period
beginning on the Commencement Date, Landlord shall bear all costs associated with the
Annual Standard Form Estoppel Certificate; for any additional Annual Standard Form Estoppel
Certificates required during each such five (5) year period, Tenant shall bear or reimburse
Landlord for all costs of City staff time (at the standard rates charged for such staff time)
incurred by Landlord in connection with the Annual Standard Form Estoppel Certificate, up to
$1,000, which amount may be adjusted every three years consistent with the formula provided
in section 4.b of the Lease. Tenant shall provide reimbursement to Landlord within a
reasonable period of time following the receipt of Landlord's written invoice. Such
reimbursable costs shall constitute Monetary Obligations for purposes of this Addendum. The
remaining Estoppel Certificates in any calendar year after the first in such calendar year may
note that disclosures in such Estoppel Certificates are made to the Landlord's actual
knowledge, and neither Lender nor Tenant shall be required to reimburse Landlord for costs
incurred in connection with such certificates. If the Lender deems it necessary to, require
additional Estoppel Certificates without such knowledge limitation, the Lender shall bear or
57
reimburse Landlord for any and all reasonable costs associated with responding to such
request.
3. Insurance Proceeds and Condemnation Awards. Landlord agrees that all
insurance proceeds and all condemnation and eminent domain awards not used for repair of
the improvements of the Premises, during the term of this Lease, shall be paid to the senior
Lender to the extent of the amount due on such Lender's loan and the balance thereof shall be
paid to the subordinate Lenders, to the extent of the amounts owed to them.
4. Landlord's Loan Repayment Option. Landlord shall have the right to acquire and
pay off the balance of the Loan and all costs and expenses owed by Tenant to Lender under its
Loan Documents if Tenant defaults under the Loan. If Landlord elects to acquire and pay off
the Loan, Lender will execute and deliver to Landlord an assignment of Lender's Loan
Documents, including, without limitation, the note, security agreement and UCC filings, and a
bill of sale conveying Lender's interest in all inventory, equipment, fixtures, general intangibles,
accounts and other personal property collateral associated with the business operated by
borrower on the Premises to Landlord. The forms of such assignment and bill of sale shall be
"as is," without recourse, representation or warranty by Lender, and otherwise reasonably
acceptable to the parties and their counsel.
5. Reliance. Landlord recognizes and acknowledges that it is agreeing to the
provisions of this Addendum to the Lease with the intent that Lender will rely on Landlord's
agreement in connection with Lender's making the Loan secured by a Leasehold Deed of Trust
on the Tenant's interest in this Lease and the improvements on the Premises. Landlord further
acknowledges and agrees that Lender shall have the right to rely on the provisions contained
herein. Lender recognizes and acknowledges that Landlord is relying on Lender to obtain an
express assurance from subsidiary, assignee, or transferee as set forth in section 1(d)(1).
6. No Merger. Without the prior written consent of all Lenders, the fee title to the
Premises and the leasehold estate of Tenant therein shall not merge but shall remain separate
and distinct notwithstanding the acquisition of both fee title to the Premises and the leasehold
estate created hereby by Landlord, Tenant, or any third party by purchase or otherwise.
7. Attorneys' Fees. If any party hereto institutes any judicial or administrative
action or proceedings to enforce any rights or obligations under this Lease, or seeking damages
or any other judicial or administrative remedy, the prevailing party shall be entitled to recover
from the other party all costs and expenses, including reasonable attorneys' fees whether
incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including
any of the foregoing incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion in such bankruptcy
proceeding brought by Lender or any other person relating to Landlord, Tenant or any other
person or entity).
8. Duration of Terms. The terms contained within this Appendix to the Lease shall
apply only so long as the financing provided by Lender is outstanding, provided that in the
58
Now
event Lender succeeds to the interest of Tenant, whether by foreclosure, deed in lieu of
foreclosure, or otherwise, such terms shall remain in effect for so long as Lender retains such
interest.
•
59
Now
ter,.
APPENDIX 5
TERM EXCEEDING BASE LEASE TERM
Bosair acknowledges that the Airport Leasing Policies of the City of Renton Municipal Airport
limit the base lease term to 25 years. The Airport Leasing Policies permit negotiation for a
longer term. Bosair is seeking a lease term of forty (40) years, which is in excess of the base
lease term established in the Airport Leasing Policies. This Appendix reflects the terms of the
negotiations for that longer term.
Bosair acknowledges that it has represented to the city that it will spend in excess of two
million nine hundred thousand dollars ($2,900,000.00) to construct a new building on the
Renton Municipal Airport, to be known as Building 289. Bosair also acknowledges that said
representation is material to its request for a forty (40) year term and is material to the city's
decision to grant such term. Further, Bosair acknowledges and represents to the city that its
lender, Banner Bank, has required a 40 year lease term as a condition to approving Bosair's
loan.
Additionally, Bosair has, through its architect (Gig Harbor Design Collaborative), provided to the
city a copy of the Outline Specifications & Scope of Improvements for the Ace Aviation Building
for the construction of the new Building 289. Bosair acknowledges that the scope of work, as
set out in said Outline Specifications & Scope of Improvements for the Ace Aviation Building
has become the basis of the requirements set out in Appendix 2. Bosair acknowledges that
those requirements regarding materials, design, and construction are material to the city's
decision to grant a forty (40) year term.
In consideration of the city's departure from the base lease term in the Airport Leasing Policies
and allowing a 40 year ground lease, Bosair agrees as follows:
1. Bosair will construct a hangar/office building meeting each of the requirements and
specifications set out in Appendix 2 to this Ground Lease. Said hangar/office building
shall be constructed by May 31, 2014 ("Final Date"). However, if a permitting or plan
review process conducted by any governmental entity takes more time than provided in
the schedule in Section 22 of Appendix 2 ("Additional Time") through no fault of Bosair,
then the Final Date will be extended for a duration equal to the Additional Time and
shall not constitute a default.
2. Bosair will spend no less than 2.9 million dollars on the construction of the
office/hangar building, to be identified as Building 289. Amounts spent on Building 287
shall not count toward fulfilling this requirement.
3. Bosair shall obtain design approval for Building 289 from a Facilities Review Committee,
made up of the Public Works (PW) Administrator (or his designee) and one other PW
staff member designated by the Administrator AND the Community & Economic
60
Now Nagar
Development (CED) Administrator (or his designee) and one other CED staff member
designated by the Administrator.
Notwithstanding any other provision in this Ground Lease, Bosair acknowledges that each of
the foregoing provisions and each of the requirements and specifications in Appendix 2
(individually and cumulatively) are material provisions of this Ground Lease and any departure
therefrom will constitute a material breach of this Ground Lease for which the City of Renton
may seek immediate rescission or other legal or equitable remedies, including, but not limited
to reduction of the Term of the lease.
61