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HomeMy WebLinkAbout5144 RESOLUTION NO. 5 1 4 4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE ADDENDUM NUMBER V TO THE FIXED- BASE LEASE AT THE AUBURN AIRPORT INITIALLY BETWEEN SKY SERVICES, INC., CURRENTLY AUBURN FLIGHT SERVICES AND THE CITY OF AUBURN WHEREAS, the City entered into a Fixed-Base Lease at the Auburn Airport for aviation related use of property at the City's Airport; and WHEREAS, the provisions of that Fixed-Base Lease provide for certain terms, including options and a mechanism for amendment thereof; and WHEREAS, the City and the current Lessee are in agreement that there are certain amendments to this lease that would be appropriate, including amending the Lease to provide for assignment to Sparrow Tang DBA Cascade Helicopter Services, with conditions, and;amending the Lease to provide for an extension of up to fifty years. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is hereby authorized to execute Addendum No. V to the fixed-base lease at the Auburn Airport, initially between Sky Services, Inc., currently between Auburn Flight Services and the City of Auburn relating to the lease of property at the Auburn Airport, in substantial conformity with the addendum marked as Addendum No. V and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. ---------------------------- Resolution No 5144 April 22, 2015 Page 1 of 2 Dated and Signed this 7 day of 12015. CITY OF AUBURN �L) 1 7?)(,1 t �1 o NANCY S, MAYOR ATTEST: Danielle E. Daskam, City Clerk APPRO D A ,TO FORM: 7 ani ei 'ty At orne ---------------------------- Resolution No. 5144 April 22, 2015 Page 2 of 2 L- AFTER RECORDING MAIL TO: Name: City of Auburn Attn: City Attorney Address:y/State: Aubum,tWA 980011 C 20150717001045 �$®� ` " ®(Guam STEWART TITLE MISC 99.00 PAGE-001 OF 028 07/17/2015 15:19 KING COUNTY, WA Document Title(s): (or transactions contained therein) Resolution No. 5144 Addendum No. V Reference Number(s) of Related Documents: -Additional numbers on page of document Grantor(s): (Last name first, then first name and initials) City of Auburn Grantee(s): (Last name first, then first name and initials) Auburn Flight Services, successor of Sky Services, Inc. Abbreviated Legal Description: Ptn J. Brannan DLC No. 38 in Sect. 7, Twp. 21 N, Rng. 5EWM Assessor's Property Tax Parcel/Account Number(s): 000080-0011-00 Please Note: The Auditor/Recorder will rely on the information provided on this form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. "I am signing below and paying an additional $50 recording fee (as provided in RCW 36.18.010 and referred to as an emergency non-standard document), because this document does not meet margin and formatting requirements. Furthermore, I hereby understand that the recording process may cover up or otherwise obscure some part of the text of the original document as a result of this request." Signature of Requesting Party Note to submitter: Do not sign above nor pay additional $50 fee if the document meets margin/formatting requirements. LPB 01 ADDENDUM NO. V ADDENDUM TO THE FIXED-BASED LEASE AT THE AUBURN AIRPORT INITIALLY BETWEEN SKY SERVICES, INC., CURRENTLY AUBURN FLIGHT SERVICES AND THE CITY OF AUBURN RELATING TO THE LEASE OF PROPERTY AT THE AUBURN AIRPORT THIS ADDENDUM is made and entered into this day of , 20�, by and between Auburn Flight Services, as successor of Sky Service�In, , (hereinafter referred to as "Lessee") and the CITY OF AUBURN, a municipal corporation of the State of Washington(hereinafter referred to as the "CITY"),as an addendum to the Fixed-Based Lease at the Auburn Airport between the parties, a copy of which is attached hereto, marked as Exhibit "A," incorporated herein by this reference, executed on the 27th day of February, 1978. WITNESSETH: WHEREAS, the City entered into a Fixed-Based Lease at the Auburn Airport for aviation related use of property at the City's Airport and, WHEREAS, the provisions of that Fixed-Based Lease provide for certain terms, including options and a mechanism for amendment thereof, and, WHEREAS, the City and the current Lessee are in agreement that there are certain amendments to this lease that would be appropriate. NOW THEREFORE in consideration of their mutual covenants,conditions and promises,the PARTIES HERETO HEREBY AGREE as follows: ITEM ONE REVISION TO SECTION 18 OF THE LEASE: That Section 18 of the Lease is amended to read as follows: 18. Assignment. Lessee shall not assign this lease or sublease any part of the premises without the prior written approval of Lessor. Such approval shall not be unreasonably withheld and shall be acted upon expeditiously by Lessor. It is provided however, that the Lessee does have the City's approval to assign the lease to Sparrow Tang_DBA Cascade Helicopter Services on the condition that the assignment shall be fully executed not later than the 1st day of August 2015 and on the condition that satisfactory evidence of the executed assignment agreement between the Lessee and its Successor is provided to the City not later than the 15` day of August, 2015. Page 1 ITEM TWO REVISION TO SECTION 31 OF THE LEASE: That Section 31 of the Interlocal Agreement is amended to read as follows: 31. Option to Renew. (a) If this lease shall be in force and effect on the date of expiration of the original term, and the Lessee on that date shall have fully complied with the terms and conditions of this lease,Lessee may elect to renew for an additional thii4yyear-s 30'fifty(50)years beginning with the expiration of the original terms. To exercise this option, the Lessee shall give the Lessor at least one year's (1) advance notice in writing. (b) In the event Lessee shall exercise its option to extend the initial lease term as hereinabove provided, all terms and conditions of this lease shall apply during the extended term, except the rental to be paid therein, which rental shall be agreed upon by the parties at the time of the exercise of said lease extension. In the event the parties are unable to agree upon the amount of the rental to be paid for the extension of the lease term,the same shall be fixed by an arbitration committee consisting of three persons, one to be selected by the Lessor, one to be selected by the Lessee, and the third to be selected by the two persons selected by the Lessor and Lessee. The decision of a majority of said arbitrators shall be binding upon Lessor and Lessee as the amount of the rental for said lease term extension; provided, however, that the rental rate shall be subject to readjustment at the expiration of each five-year period of the extended lease term in the manner provided in Section Six of this agreement. The arbitrators shall be appointed not less than six months of the commencement of the lease term extension and shall submit their rental termination findings to the parties hereto not less than three months prior to the commencement of the extension of the lease term. ITEM THREE REMAINING TERMS UNCHANGED: That all other provisions of the Fixed-Based Lease at the Auburn Airport between the parties,executed on the 27th day of February, 1978, and prior amendments thereto, shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. Auburn Flight Services CITY OF AUBURN By: A,,AR-L ,-PD By: Its: 64 - Nancy Backus a r Page 2 Attest: Attest: By: By: Its: Danielle E. Daskam. City Clerk Approved as to form: Approve as to rm: Attorney for Auburn Flight Services Daniel B. Hei ity AJornek, Page 3 j.�`. EXHIBIT "A" FIXED-BASE LEASE AT AUBURN AIRPORT THIS LEASE AND AGREEMENT made and entered into this 27th day of February 1978, by and between the CITY OF AUBURN, acting :through the Auburn City Council , its governing board, acting on behalf of the City and with authority to act on behalf of the City to.enter into this � lease 011d LIc1l'uOment (hereafter referred to as "Auburn") and SKY SERVICES, INC.', rl corpovation, hereinafter referred to as "Lessee"; I W I T N E S S E T H I I.. Recitals, (a) Auburn owns and operates the Auburn Airport located in I King County, Washington, hereinafter called the Airport. (b) The Lessee desires to lease certain premises, facilities, I eights, sorvices and privileges on the Airport• for the purpose of ; conducting a f'iXed-base operation there, and Auburn is willing to lease i:he same to the lessee upon the terms anal conditions here- aft:cr stated in this agreement. (c) As ti conditon precedent to this lease, Lessee shall con- strklCt a building in accordance with the plans and speciFications, a-ttached hereto as Exhibit "B". NOW, THEREFORE, in consideration of the mutual covenants and agreements herein con'Lained, Auburn and Lessee agree as follows: 2. Description of premises. Auburn hereby leases to Lessee the following described property located bn the Auburn Airport, King Col.nty, Washington, more partic- ulorly dc:scribcd in the legal description attached hereto as Exhibit "A" which is incorporated into this lease by reference as if fully set Forth horcin. 3. Use of •[-.he Premises. Thi- Lessee w i I I . use 1:110. prar.l i ses for concluct i ng a fixed-base aircraft operation, maintenance and repaid- and for no oL-her purpose. The fixed-base operation may include any or all of the following uses: (a) The maintenance, construction, repair and salvage of OCUNLODCR.SMYTHE.GALLEY 04 VAN SICLEN ATTORN0Y0 AT LAW 40 IfMOT OTIRRT NORTR CAST _ AUUURN.WA6111NGTON 6)cool 79u1riloma 09]-1000 ago.10oo / / aircraft engines, air frames, avionics and accessories, together with all ancillary services required thereunder; (I)) Sale of new and used aircraft (both retail and wholesale) ; (c) Sale of aircraft parts and accessories (retail and wholesale); j (d) Sale of new and used radios and all other electronic equipment including aircraft instruments; (e) Sale of navigational and airmen's supplies and accessories, (•F) flight operations, including flight training, demon- stration of aircraft for sale, charter and air taxi; (g) Towing of disabled aircraft; (h) Financing, leasing and insuring of aircraft; ( i) Loading and unloading of aircraft in any lawful business; (j) The 'installation of a vending equipment and/or coffee bar wiL-h the purpose of serving Lessee's employees and customers; (k) Rent-a-car service upon payment to Lessor of additional rental or fees based upon a rate equal to those paid by other car rental a�jencies operating on similarly situated airports within the State of Washington. The Lessee arp•aes to furnish these services on a fair, equal and not unjustly discriminatory basis to all users thereof. ' 4. Term of Lease., 1-hFr initial torn of this lease shall be for a period of forty (40) years, commencing on the 1st &-, of June 1978 and terminating on the 31st _ day of May 201E3 . 5. Rentals, Fees and Charges, ' Sub,iecL to renegotiation, additions or credits as herein- alLer provided, the lessee agrees to pay Auburn -for the use of the prem-- iyos, f"iIiti0s, rights, licenses, services and privileges granted her'e'in, i:he Followin;l rentals, fees and charges al payable in monthly irt::hal Im011hi in QLIVanUe, on or- before the 20th of each month. (a) (No rental to be due Lessor by Lessee for the first six mon•I:IIS of t-.ha I case: term.) SCHNEIDER,SMYTHE,SALLEY&VAN SICLEN ArronNEYB AT LAW QD PINeT OTRUKT NONTII[A4Y AUBURN,WASHINGTON 98002 TOLAP1 10119 113S-1000 089.12000 -2- (6) $421.40 for the second six months of the lease term; (c) $561.88 for the second year of the lease term; (d) $632.10 for the third year of the lease term; (e) $702.35 for, the remainder of the lease term, subject to any rental rate adjustments which may be made at the expiration of each five-year period of the lease term, as provided in Paragraph Six of i this Agreement. 6. Rental Rate and Rate Adjustment. The rental rate set forth in Paragraph Five is subject to adjustment a the end of each five-year period of the lease term. For any such adjustment of rental , the rental rate shall be determined in the following manner: (a) Six months before each five-year renegotiation date of the lease term, the Lessee and Lessor shall determine the appraised value of the property of the leased land herein. The rental thereafter shall be at the rate of ten percent (107) per annum of the appraised value of said land. The appraised shall be only on the land and shall exclude the building improvements, If agreement is not reached within ninety (90) days before the renegotiation (late, the parties shall mutually agree on an arbitrator to fix the forthcoming rental; and if the parties are unable to agree upon an arbitrator, they shall apply to the Superior Court for King County and request the presiding Judge of that Court to appoint an arbitrator to fix the rental. -3- 2-6-78 I (a) Within fifteen (15) days after the arbitrator has been selected, both the Lessor and Lessee will submit to the arbitrator their proposals for the renegotiated rent taking due account of the factors set forth for adjusting the rent. The arbitrator will I analyze said proposals and conduct such investigation, interviews and discussions with or without the parties as he feels necessary. (b) At a time not to exceed fifteen (15) days after the submission of the written proposals of the Lessor and Lessee, the respective parties may have representatives appear and argue such matters regarding the renegotiation as the parties deem fit. Within five (5) 'days after such time the arbitrator shall make a final written determination of the forthcoming rental rate which shall be final and binding on all parties. (c) Lessor and Lessee shall equally share the costs of the arbitrator's fees. 7. Rates, Rentals and Other Char.pes. Lessee shall furnish the Lessor with a complete schedule of all prices charged by the Lessee for each service or unit charged to the general public. lessee agrees to charge fair, reasonable and not unjustly discriminatory prices for each unit or service, A. Use of Public Airport facilities. Lessee is granted the nonexclusive use of all public airport facilities including but not: limited to taxiways, runways, aprons, navigational aids and facilities relati.lg thereto for the purposes of landings, take-offs and taxiing of Lessee and Lessee's tenants and customers aircraft. All such use shall be in accordance with the laws of the United States of America, the State of Washington, and the rules and regulations promulgated by their authority with reference to aviation and air navagation, and in accordance with all reasonable and applicable rules, regulations and ordinances of the Lessor now in force or here- SCVINLIDER.SMYTNE,SALLEY&VAN 61CLEN ATTORNEY$AT LAW 10 Finer BTOeeT N011111e AeY AUBURN.WA014INGTON 060OA TQl[TIION6 033.1600 019•A000 [1 after proscribed or• promulgated by ordinance or by law. (a) Loasor agrees during the term of this lease to operate and maintain the airport and its public airport facilities as a public airp,r•(; consistent with an pursuant to sponsor s assur- ances given by Lessor to the United States Government under the Federal Airport Act. 9. Ma i r_ it_ enance and RoPa i_r's. (a) Exterior' and Interior Repairs: Lessee shall keep the foundations, adjacent sidewalks, exterior walls, roof and down- spouts in gaud order and repair- In addition, Lessee shall make struci:ur al repairs including (but not I imited to) repalil'rs to wirinc lunil>ing, heating plant, air inCe.r-ior• walls, floors, JT p concl i•t i on i ng eglr i hltlent and 'flues and chimneys, If Lessee shall refillse or Ile( -- to commence or complete repairs to the exterior e interior r oP the buildings constructed by it on the leased premises, eit;l'ter promptly or adequately, Lessor may, but shall not be regllirecl L•o. commence or complete the repairs and Lessee s;hol I pay the cost's thereof to Lessor on demand. (b) Maintenance. The Lessee shall keep 'tile interior oT the demised premises in good repair, at his own expense, subject to approval of Lessor, Lessee may make interior alterations and additions at its own cost, subject to approval of the Lessor. The Lessee shall replace all window glass and plate glass with the Ol ass of same or similar qual : ' y whenever said glass is broken or destroyed. (c) Ownership of Repairs and Improvements: Lessee shall mal<o such interior and exterior repairs, alterations or additions L11: his own cost and expense and such improvements shall , when nlado, be doemod +to have attached 'to the 'freehold, but the Lessee ;hall retain such property rights herein as may be attributable I;o the r•onrainilrg t.cr•nrs of this lease. Signs, electrical equipment, store 'fixtures and outer reprovable trade fixtures.shalI not be deemed structural Alterations, additions, improvements or interior SCNNFIUER,SMYTHE,SALLEY&VAN SICLEN ATTOANEYO AT LAW 20 FIRST OT1l6CT Non1NLAOr Al/DUnl,L WABIAINOTON 90001 TWLC1-110 NS 839.1000 01D•Q00O -5•- repairs. At the expiration of the term hereof, the Lessee, if not in default, may remove such signs, equipment and trade fixtures which constitute its property, provided that upon such I removal , the Lessee will not p ermit any damage to the premises 10. Cleanliness and Waste. Lessee shall keep lire demised premises and the walks thereto belonging at all times in a neat, clean and sanitary condition free from snow, ice, waste or debris and shall neither commit nor permit any waste thereon. II . personal Pro ert Taxes. Lessee shall pay promptly when due all tames as and levied against its Fixture, furnishings, equipment and stock in trade during the term hereof unless such assessment and levy are being protested according to law. 12. pl•o)ert i surance and Waiver of Subro ation. Neither the Lessor nor the Lessee shall be liable to the other Vol- loss arising out of damage or destruction of the leased pl`1:,111 SL`:i or• the contents thereof when such loss i s caused by any of tlic: pet'ils included in the standard form o{' fire and extended coverage insurance, and sprinl:lor leakage insurance coverage, if the premises aI°e spt'inkl<;d. Such absence of liability shall exist whether or not the: damage or destructio n is caused by the negligence of either Lessor am t 1 cct{ve agents, servants or employees. It is or• lessee or 'their resp the intention and agreement of the Le:•=or• and the Lessee that -the rentals reserved by this lease have Ueen provided in contemplation that Lessee, sall ,carry the foregoing insurance protecaio,r a{: its own e h expense and Lessee shall look to its insurance carrier for reimUursment of any such loss and further that the insurance carrier or carriers involved shall not subrogate against either party to this agreement. 13 publ is L.iabi I it:v Insul•",ice. The Lossee agrees to procure and maintain in force fnr t:hu germ of this lease public liability and property damage insur- anc;e wil.h Q minimum coverage of One Million Dollars ($1 ,000,000.00 sc.ntlElo6.N•SATroH E.S LAW LL &VAN SICLEN 3D FIR.T amg.r N0111M1 — AUUUri11 WAONINGTON 00002 YIf L;6P10N[033•1000 030.1`000 —U- combined single limit, each occurrence. The policy shall also provide ghat the same shall not' be cancelled until a ten-day written notice of cancellation has been served upon the Lessor. Lessor shall be named as an additional insured on such policy, and Lessee will furnish writ- ten evidence of this coverage to Lessor. The limits of liability in- 11 be reviewed, negotiated and modified surance coverage herein sha I during each five-year (5) renegotiation period of the lease and if no agreement is reached on said limits, arbitration as set- forth herein shall be used to settle the issue. 14, hold harmless. Lessee shall indemnify and save harmless the Lessor, its officers, agents and employees from and against all claims, demands, loss or liability which Lessor, its officers, agents and employe•ea may sus Lain or incur or which may be imposed upon them or -any of them for injury to or death of persons, or damage to property arising out of or connected with any negligence or lack of care of the Lessee, its officcrs, agents or employees in use of the demised premises including the Auburn Airport and its facilities. 15. Reservations to Lessor. Upon acceptance of the leased premises by Lessee, the ac- cep Lance shall be subject to any and all existing easements or other encumbrances; and Lessor shall have the right to install, lay, con- struct, maintain, repair and operate ;:-:ch sanitary sewers, drains, storm water sewers, pipe lines, manholes, connections; water, oil and gas pipe lines; and telephone and telegraph power lines and such other appliances and appurtenances necessary or convenient to use in connection therewith over, in, upon, through, across and along the leased premises or any part thereof as will not interfere with Lessee's operations hereunder and to enter thereupon for any and all such pur- poses. Lessor also reserves the right to grant franchises, easements, rights of way and permits in, over and upon, along or, across any and all portions of the leased premises as Lessor may elect to do so, pro- SCHNEIDER,SMYTHE,SALLEY&VAN SICLEN ATTORNEYS Al LAW 40 FIRST BTRttT NORTIMAST AUBURN,WABI11N47ON 88002 M.1,1lO/le 0x].1660 070.4660 —7— vided, however, that no right of the Lessor provided for in this Paragraph shall be so exercised as to interfere unreasonably with Lessee's operations hereunder or impair the security of any secured i I creditor of Lessee. Lessor agrees that any right as set forth in this clause shall not be exercised unless the prior written notice of sixty days (60) is given to Lessee; however, if such right must be exercised by reason of emergency, then Lessor will give Lessee such notice in writing as is reasonable under the existing circumstances. Lessor agrees that it will cause the surface of the demised premises to be restored to its additional condition upon the com- pletion of any construction. Lessee further agrees that should 'the granting of these rights temporarily interfere with the use of any or all of the demised premises, the rental shall be reduced in a proportion to the amount said interference bears to the total use of the demised premises. 16, Water. Facilities. Lessor shall provide to the property site adequate water faci.liti.es. Any requirement for streets, curbs, sidewalks and sewers will I)e furnished by the Lessor. Lessee shall be responsible for the 1. installation and maintenance of its own septic tank facilities. 17. Duties of the Lessee. (a) Lessee shall be solely responsible for all costs or charges for utilities furnished to or required by Lessee during the term of this agreement, (b) Lessee agrees at its own expense to cause the premises and improvements to be maintained in a presentable condition consistent with good business practices. This shall include, although not be Limited to, the obligation o[ the 'L.essec to maintain the premises in a clean, neat and orderly condition and to do such interior repainting as is necessary to keep Hie premises in a clean, neat and attrac- t:i.ve condi.t:ion. SCIAMEIDER,SMYTHE.GALLEY St VAN SICLEN ATTORNMY0 AT LAW AD FIRST OTRBLT NORTII[ABT AUUURN,WASHINGTON BGOOR TCL"1014R 093.1860 03 D•2660 (c) Lessee agrees to furnish good, prompt and efficient service adequate to meet all reasonable de- mands for iLs services at the airport. The Lessee shall. reveal upon the request of Auburn its general schedule of rates, fees and rentals or other charges for services it may render under this lease. Lessor 4 i shall. have Lhe right to inspect Lessee's books and records for the purposes of verifying such charges. (d) Lessee shall not erect, install or operate or cuase or permit to be erected, installed or opera- ted upon the premises herein any sign or other adver- tising device without first having obtained Auburn's consent thereto to the size, construction, location and general appearance. Auburn shall not unreasonably with hold permission to the Lessee to erect any sign, provided said sign is in keeping with the nature of the business and conforms to the standards of good business and commercial practice. (e) In the conduct of its business at Auburn Air- port the lessee, its employees, agents and servant's shall obey all appl.i.cable rules, regulations and ordinances cued Laws that may from time to time be promulgated by the Lessor or any federal, state or local government or agency thereof. (f) Lessee shall exercise due and reasonable caution . Lo prevent fire and accidents on the premises. Should Lessee fail to remove or abate a fire hazard after direction to do so, the Lessor may remove the hazard and charge the costs of removal thereof to the Lessee. 18. Assignment. Lessee shall not assign this lease or sublease any part of Lhc pr(llilises without the prior written approval of Lessor. Such ap- proval shall not be unreasonably withhold and shall be acted upon SCHNEIDER,SMYTHE,GALLEY N VAN BICLEN ATTORNEYS AT LAW 20 Fin-T O?nRIY NORMIAST AUOURN.WASHINGTON 08002 TR"PHONa 1133.1500 000.2000 -9- expeditiously by Lessor. 19 Right of Entry and Inspection of the Premises. Auburn reserves the right at any reasonable time to enter upon said premises through its designated agents or employees for the purpose of inspecting the leased premises. 2() Rules and Regulations. Auburn has the right to adopt and enforce reasonable rules and regulations with respect to the use of the airport and its appur- tenances, provided that such rules and regulations shall not be incon- sisteliL with safety and with rules and regulations and ordinances of the federal Aviation Administration with aircraft operations at the airport. 21. 1, ssor's Right of Cancellation. In addition to other remedies available to the Lessor, this agreement shall be subject to cancellation by the Lessor should any one or more of the following events occur: (a) If the Lessee should file a voluntary petition in bankruptcy or proceedings in bankruptcy shall be instituted against -it, and it is thereafter adjudicated a bankrupt pur- suant to such proceedings, or if a Court shall take juris- dicL-ion of the Lessee and its assets pursuant to proceedings brought uncler the provision for reorganization under the Bankruptcy Act, or if a receiver for Lessee's assets is appointed, or If I..essee shall be divested of its rights, powers and privileges under this contract by other operation of law. (b) If the Lessee shall abandon or discontinue for thirty (30) consecutive days the conduct and operation of said fixed base operation. (c) If Lessee fails to pay when due the whole or any part of Lhe amount agreed upon herein for rent and charges and such default continues for ten days (10) after Lessor SCHNEID R,SMYTHC.GALLEY tk VAN SICLEN ATT0014CY0 AT LAW 20 FII1sT Srnw NOIITII[A&T AUBURN.WASHINGTON 90002 TKLYFNON<596-1660 62D-¢660 -lo- r� has demanded payment in writing. (d) if lessee shall fail to perform, keep or observe any of Lhe covenants and .conditions contained in this contract to be performed, kept and observed by it, provided that upon the happening of any con- tingency recited in this subparagraph, the Lessee shall be given wri.Lten notice to correct or cure such i default, failure to perform or breach, and if, within t thirty days (30) from the date of such notice, the default, breach or complaint shall have not been cor- rected in a manner satisfactory to the Lessor then, and in such event, the Lessor shall have the right, at once, to declare Lhis contract terminated, 22. Lessee's Right of Cancellation. In addition to any other remedies available to the Lessee, Lili.s agreement shall be subject to cancellation by the Lessee should any one or more of the following events occur; (a) The permanent abandonment of the airport as an air terminal. (b) The issuance of any Court of competent jurisdic- tion of an injunction which in any way prevents or re- sLri.cts the use of the airport- and the injunction or restriction remains in force for nt least thirty (30) clays. (c) The breach by the Lessor of any of the cove- nants, Leruis or conditions of this agreement to be kept, performed and observed by the Lessor and the failure to remedy such breach for a period of sixty days (60) after written notice from the Lessee of the existence of the breach. (d) The assumption by the federal Government or any other governmental agency of the control of the airport or SCHNEIDER,SMYTHE,SALLEY&VAN GICLEN ATTORNEYS AT LAW as rtmvT STRIBY NOeTHaerr AUBURN,WASHINGTON 94001 TturHONX 6330000 sag'256Q -11- any portion thereof in a manner which would preclude the Lessee from operating under the germs of this lease or which would substantially restrict its operation under the terms of this lease. If such an event should I occur, an adjustment shall be paid to I.,essee to fairly compensate Lessee for its investment costs incurred in the construction of its building. If the parties hereto cannot agree upon a fair compensation, the matter shall be arbitrated with the arbitration method being established as set forth in Paragraph 32 herei.nbelow. (e) If Lhe Lessor should develop, change or alter the development of the airport in such manner that would substantially•precl.ude, prevent or hinder the Lessee from operation under the terms of this lease. If the lease should be terminated either under this section or the previous section, permitting termination by the Lessor in the event of governmental restriction, or sub- stantial interference, and thereafter the site should become available, or a similar site should become avail- able, the lessee shall have the right to lease the site on the same terms and conditions as contained in this lease, or, if the same site is unavailable in its pre- vious condi.ti.on, alternatively o1. the same terms and conditions as offered to any prospective Lessee. This right shLal.l be effective only if the Lessee has faith- fully performed all of the terms and conditions of this lease and if land and premises are available at the Auburn Airport for development. 23. Holding Over. In the event Lessee shall hold over after the first term herein created, then such holding over shall be a tenancy from month to month only and governed by the same conditions and covenants as SCHNEIDER.SMYTHE,SALLEY si VAN SICLEN ATTORNEYS AT LAW 29 rtn.r 9r5.tT NOSTIIRA.T AUBURN,WASHINGTON 95OOA TSUINON2 533.1060 539.2500 -12- contained in this lease. 24. Notices. . All notices given or to be given by either party to the other shall be given in writing and shall be addr;essed to the party at the addresses hereafter set forth or such other address as the parties may by written notice hereafter designated. Notices and 4� payments to Lessor and notices to Lessee shall be addressed as follows: Lessee Lessor city of Auburn Sky Services, Inc. 20 " 400-23rd Northeast AI' Street Northwest Auburn, Washington 98002 Auburn, Washington 98002 25. Amendments to be in Writing. This lease sets forth all of the agreements and under- standings of the parties and is not subject to modification except in writing signed by both parties. 26, Successors in Interest. 'the covenant's herein contained shall, subject to the pro- vi.sious as to assignment, apply to and bind the heirs, successors, administrators, executors and assigns of all the parties hereto; and a.l.l of the parties hereto shall be jointly and severally liable here- under. 27, Waiver. The acceptance of rental, landing fees or any other by the Lessor for any period �•1 periods after a default by the payment Lessee shall not be deemed a waiver of such default unless the Lessor shall so advise the Lessee in writing. No waiver by the Lessor of any defauLu hereunder shall be construed to be a waiver of any subsequent defaUIL by either party. After any default shall have been cured by either party, it shall not thereafter be used by the other party as the grounds for the commencement of a:ly 'legal action under the pro- visions of this agreement. 28. Destruction of the Premises. 'in the event there is any destruction of the premises either SCHNEIDER,BATTOBe AT LAW VAN SICLEN N v RR I16oT 476"7 HOMYHOOT AUBURN,WASHINGTON R6001 TUMMIOHt e33-1660 RR♦-Redo -13- whole or partial due to fire, earthquake, acts of enemy, the elements, casualties, latent or patent defects in the construction of the prem- ises or any other similar matter beyond the reasonable contraol of the ' parties so that the Lessee cannot fully enjoy the premises, improve- Lessor ments and equipment there,on, .and Lessee shall notify abated that: effect, the rental payable hereunder shall be equitably from the date of such notification until. such time as the Lessee shall repair and restore said premises, improvements and equipment to a Suitable condition. Lessee shall make restoration of the leased prem- ises within 150 days of its damage or destruction. 29, Defau1l:s• ult under the terms of this lease by either If, after defa party, the non-defaulting party employs an attorney to enforce any shall. be right or claim under tans agreement, the prevailing party entitled, in addition to any other damages, to recover a reasonable at'.t-orney fee and a reasonable accountant fee if such accountant is necessary for the determination of any sums or damages due under the provisions of this lease. 30. Ownership Rev_ ersion• Subject to Paragraph 18, and subject to the right of Lessee's building finance institution to assume the Lessee's rights and obligations herein in the event of Lessee's default to said finance insti.Luti.on. At any time tills lease shall terminate, the building, alterations and additions sl• (11 become the sole property of f,essor and the freehold interest of said structure shall be vested, in fee simple, in the Lessor. 31. opt-lot, t-ot-o i_J tenew. (a) if this lease shall be in force and effect on the date of expiration of the original term, and the lessee on that (late shall have fully complied with the terms and conditions of this lease, I..essee may elect to renew for an additional thirty years (30) beginning wi.t'h the e cptrati.on of t:he or.i.ginal. terns. To exercise SCHNEIDER.9MYTHE,SALLEY&VAN SICLEN ATTORNEYS A7 LAW 60 P" BTn4aT Nonrn[A�T AUBURN.WAOHINOTON 98001 T%L"HONS 833•teeO aso-8000 -14- this option, the Lessee shall give the Lessor at least one year's (1) advance notice in writing, (b) In the event Lessee shall exercise its option ial lease term as hereinabove provided, to extend the init all terms and conditions of this lease shall apply during the extended term, except the rental to be paid therein, j which rental shall be agreed upon by the parties at the time of the exercise of said lease extension. In the event the parties are unable to agree upon the amount of the rental to be paid. for t1le extension of the if., term, the same shall be fixed by an arbitration committee con- sisting of three persons, one to be selected by the Lessor, one Lo be selected by the Lessee, and the third to be selected by the two persons selected by the Lessor and Lessee. The decision of a majority of said arbitrators shall be binding upon Lessor and Lessee as the amount- of Lhe rental for said lease term extension; provided, how- ever, that the rental rate shall be subject to readjust- ment at the expiration of each five-year period of the extended lease term in the manner provided in Section Six of this agreement. The arbitrators shall be appointed not less than six months of the commencement of the lease tern extension and shall submit 'Leir rental termination findings to the .pai.Lies hereto not less than three months prior to the commencement of the extension of the lease Lerm. 32. Additional. Obligations Assumed by Lessee. (a) Lessee agrees to operate the premises leased for the use and benefit of the public and (i) To furnish said services on a fair, equal and not unjustly discriminatory basis to all user thereof, and SCViNEIdER,BMYTHE,GALLEY&VAN a)CLEN ATTORNCY6 AT LAW 29 F1 RfT GTII-/T NORTH/A.T AUBURN.WAYHINOTON OBOOA TIM-11U"[017=1400 039.2600 -15 (ii.) To charge for, reasonable, and not unjustly dis- criminatory prices for each unit or service; provided, that the Lessee may be allowed to make reasonable and non-discriminatory discounts, rebates, or' other similar types of price reductions to volume purchasers. (b) The Lessee, for himself, is personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that (1) No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) That in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) That the Lessee shall use the premises in compliance with all other requirements imposed by her persuant to Title 49, Code of Federal Regulations, Department of Transportation, Sub-Title A, Office of the Secretary, Part 21 Non-Discrimination and Federally-Assisted Programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. (c) In the event of breach of any of the preceeding non-discrim- ination covenants, Lessor shall ha�,e the right- to terminate the License, Lease, Permit granted herein, and to re-enter and repossess said land and the facilities thereon, and pull the same as if said lease had never been made or issued. DATED this C C day of`J��e�yy 1975. C4 OF AUBURN, WASHINGTON 91Y SERVICES, INC. r 1t�s�d en—t (Executed by Sky Services this day of June, 1978.) �- SCHNEIDER,SMYTHE,SALLEY&VAN SICLEN ATTORNEY&AT LAW no 1'M-BTM-7 NO011 4eAOT AUBURN,WAG14INGTON O6002 TaLa'ofam, Ba3•leeO Rao'aeen -16- 33. Additional obligation of the Lessor. The Airport shall pay related costs to provide culvert and fill for the drainage ditch along the northern edge of the property. DATED and SIGNED this 16th day of May , 1978. CITY OF AUBURN ATTEST: '9 / J C ty Cler APPR VED AS TO FORM: City Attorney The Lessee, SKY SERVICES, INC. , acknowledges and approves the addition of paragraph 33 to that certain Fixed-Base Lease at Auburn Airport Agreement at the Auburn Airport, as authorized by Auburn City Resolution No. 866, dated February 21 , 1978. DATED this day of %-TUA/e 1978.ff / SKY SERVICES, INC. res en --------------------------------- Additional obligation of Lessor City of Auburn - Sky Services, Inc. Page 17 ATTEST: City �AS C1e i APPROVED TO FORM: Cit ttorney STATE OF WASHINGTON ) as. COUNTY OF KING ) On this ;lr�/ day of 1978, before me personally appeared 1- /� n.J.�. .�., �[% FPe to me known to be the yj 4, of the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that _2(he(�_ w�1 authorized to execute said instrument:. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ar«�ati �NI.M.� / �n and or tTie�uGaCe of Washington, residing at -Ajvbtwn, SCHNEIDER.SMYTHE,SALLEY&VAN 81CLEN ATTORNEYS AT LAW l IQ FIRIT STn[IT NORTHIAST AUBURN.WASHINGTON 08001 TIL"HONS Bss•Iaao , &sa.IIaa0 -18- STATE OF WASHINGTON} ss COUNTY OF KING On this of 1978, before me personally appeared,.— I ')�� ��ii� � , to me known to be the cn ( K-- of the corporation that executed the within and foregoing instrument:, and acknowledgedthe said instrument to be the free and voluntary act and deed for said corporation for the uses and purposes therein mentioned, and on oath stated that he'is authorized to execute said instru- ment. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. Notary'llublic in and for e of� Washington, residing at Page 19 and Last RESOLUTION NO. 8 6 6 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE A LEASE AND AGREEMENT BETWEEN THE CITY OF AUBURN AND SKY SERVICES, INC. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AT A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES: THAT the Mayor and City Clerk of the City of Auburn, are hereby authorized to execute a Lease and Agreement between the City of Auburn and Sky Services, Inc. , for certain property located at the Auburn Municipal Airport. That a copy of said Lease is attached hereto, denominated as Exhibit "A-1" and made a part hereof as though set forth in full herein. DATED and SIGNED this 21st day of February, 1978. CITY OF AUBURN ATTEST: ity Clerk ------------------ Resolution No. 866 2-21-70 RESOLUTION NO. 8 9 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE AN ADDENDUM TO THAT AGREEMENT AUTHORIZED BY AUBURN CITY RESOLUTION NO. 866 (DATED FEBRUARY 21, 1978) WITH SKY SERVICES, INC. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AT A REGULAR i MEETING DULY ASSEMBLED, HEREWITH RESOLVES: THAT the Mayor and City Clerk of the City of Auburn, Washington, are hereby authorized to execute an addendum to that agreement authorized by Auburn City Resolution No. 666 (dated February 21, 1978) with Sky Services, Inc. That a copy of said addendum is attached hereto, denominated as Exhibit "A" and made a part hereof as though set forth in full herein. DATED and SIGNED this 15th day of May, 1978. CITY OF AUBURN ATTEST: City Cler ------------------ Resolution No. 893 5-10-78 . r