HomeMy WebLinkAbout5232RESOLUTION NO. 5 2 3 2
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
TO NEGOTIATE AND EXECUTE, ON BEHALF OF THE
CITY, AN AIRPORT PROPERTY LEASE WITH
SPANAFLIGHT LLC
WHEREAS, the City of Auburn has property at the City's municipal airport that
could be leased to private airport -related businesses that would provide economic
development at the airport; and
WHEREAS, in order to be competitive in developing leases of such airport
property, it would be appropriate to authorize the Mayor to negotiate and execute leases
within the_ parameters of terms identified in advance; and
WHEREAS, the City has an opportunity to lease airport properties to a business -
SpanaFlight LLC - where there is a business urgency that would justify authorizing the
Mayor to negotiate and execute a lease for city airport property so long as the lease is
in conformity with identified parameters.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor is hereby authorized to negotiate and execute a
lease of City airport property with SpanaFlight LLC, provided that the lease shall be in
substantial conformity with the term sheet attached hereto, marked as Exhibit "A" 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.
Resolution No. 5232
May 17, 2016
Page 1 of 5
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this day of , 2016.
CITY OF AUBURN
N(,^ LL� 'A b I I j
NANO B CKUS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
Resolution No. 5232
May 17, 2016
Page 2 of 5
EXHIBIT "A"
CITY OF
At. J_9URN Nancy Backus, Mayor
'WASE' INGrON 2SWost Main Street Auburn WA 98001 -4998 wwwaubijrnwa.gov * 253 931-.3()00
Sl auaFligbt Lease at the Auburn. Airport
May 6, ,2016
Attn: Douglas Miller
SpanaFfight
Term Sheet
Promises; 400 23
Id St NE — Commonly referred to as "The 400 building" together with use
of the parking lot located to the east of the building.
Two (2) tie -downs to be identified prior to lease commencement.
Rate: $490,00 per month
Monies paid upfront by Lessee shall behold as a credit to be applied towards
Lessees Lease payment
Leasehold
Tax: A State mandated Leasehold Tax in the amount, of 12.84'Yo.shall be charged to the
gross monthly rental payments.
Maintenance
Responsibilities. Lessor shall be responsible for maintaining the foundations, adjacent sidewalks,
exterior walls, windows, roof, gutters and downspouts unless d€ mage caused by
negligence on behalf of the Lessee in which case Lessee -shall be responsible for
repair at their own expense and in a flinely manner:
Lessee sluffl be responsible for alt interior repairs andmaintenancein.oluding, but
not limited to: interior walls, floors, wiring, plumbing, heating and air
conditioning equipment, unless damage is caused by negligence on behalf of
Lessor.
Estimated
Term: The term shall, Commence July 1'c 2016 and end December 31" 2016. Lease
Commencement is subject to different variables outside of Lessor's control and is
therefore tin estimate only.
Renewal: No later than November 1, 2016 Lessee must provide to Lessor in writing of its
.intent to enter into negotiations to extend the lease at agreeable terms to both
[.,essee and Lessor or vaoato the preiriisos upon expiration of the lease. If Lessee
,AU MO KF THAN YOU WAGINED
BURN'*
--------------------
Resolution No. 5232
May 17, 2016
Page 3 of 5
CI'T'Y Of � m
Au"B'URN Nancy Backus, Mayor
WAS l-ll,NG"t' N 25 West Main Street * Ataburn WA 98001-4998 * www,raarkirarnwo.gov * 253-931-3008
wishes to extend the lease then Lessee shall provide with their written notification
a profit and loss statennent for;review by lessor, If Lessee wishes to enter into
negotiations to extend the .lease; Lessor shall, have 10 working days from receipt
of the notice to either accent.+the request arra begin negotiations or deny Lessee's
request. if Lessor decries Lessee's request to extend the lease, Lessee agrees to
vacate the premises peacefutly by the end of the current terra.
Utilities: Lessee shall be responsible for establishing direct accounts with, the City of
Auburn and any otber.public or private providers of utilities as appropriate, Such
utilities shall include but not be limited to! power, water, sewer, storm, garbage,
phone & iznternet,
Lease
Contract. The City of Auburn and Spanal�ligbt shall take reasonable .steps to insure that a.
formal Lease contract is executed between parties within 30 days of the execution
of this Term Sheet. The formal Lease shall be in substantial conformity of the
terrns and conditions described within this 'Ferran Sheet.
Lessee, prior to execution of a formal Lease contract in substantial conformity of
this Termshcet is currently leasing two tie -downs. Execution of this Lease shall.
void, the contract for the two'tie-downs currently in place and include them as pail
of this lease. Army upfront, monies on account Eor prepayment at the execution of
this lease shall be applied as a credit for this Lease,.
Subject to: Successful recession of""the current lease of premises between Century West and
the, City of Auburn.
Execution of':a lease contract or any extensions thereof shall lie subject to the
approval of the Auburn City Council through resolution.
By signature shown below 8j)anaFl1ght 7:LCy is acknowledging and accepting- of the business
points outlined above. Upon execution of `this document and .Submittal gf'all items applicable in
Section 2-1 gf'the. air port M. inimum Operat ng ,S'tandcrrct , tr formal; binding lease agreement will
be prepared by the City wh ch shall be in substantial conformity of the agreed to terms above
and,sent to SpanaFlight T l C".. far^ review and execution.
AUBURNMCJKE THAN YOU IMAGINE
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Resolution No. 5232
May 17, 2016
Page 4 of 5
CITY Cil'
AUBURN
WASHINGTON
Resolution No. 6232
May 17, 2016
Page 5 of 5
Nancy Backus, Mayor
25MAWInStreet * Auburn 98001-098* www,auburnwa.gov * 253-931.3000
Approved;
UO �E� laplight UL
AUBURN *MOkF THAN YOU tRAGINED
AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND
SPANAFLIGHT, LLC
THIS LEASE AGREEMENT, hereinafter referred to as this "Lease", is entered into this
2_2 , 2%6, by and between the City of Auburn, a Washington municipal
c6lporation, hereinafter referred to as "Lessor," and _SpanaFlight, LLC_ referred to as
"Lessee."
RECITALS:
WHEREAS: The City owns and operates The Auburn Municipal Airport which has space
available for lease; and
WHEREAS: SpanaFlight, LLC wishes to enter into a lease for space located on airport property
for the purpose of flight training; and
WHEREAS. The City of Auburn is authorized by RCW 35A.11. 016 to lease city owned property
to SpanaFlight, LLC for the common benefit; and
WHEREAS: The City finds that leasing space to SpanaFlight, LLC will benefit the public health,
safety, and welfare of the Auburn community; and
WHEREAS: SpanaFlight, LLC currently leases two airplane tie -downs which upon execution of
this lease shall automatically void the tie -down lease and those two tie -downs shall become
incorporated into this lease; and
WHEREAS: This lease is subject to a mutual termination of a current lease for the same
premises between Century West and the City; and
WHEREAS: City Council gave the Mayor the authority to execute a formal Lease Agreement in
substantial conformity with the Term Sheet attached to Resolution 5232,
NOW, THEREFORE, in consideration of their mutual promises set out in this Lease,
SpanaFlight, LLC and The City of Auburn agree as follows:
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 1
ARTICLE 1: PREMISES LEASED
1.1) For and in consideration of the rent and faithful performance by Lessee of the terms and
conditions and the mutual covenants hereof, Lessor does hereby lease to Lessee, and Lessee does
hereby lease from Lessor, the property on the Auburn Municipal Airport (the "Airport"), located
at 400 23rd St. NE (commonly referred to as the "400 Building") together with two (2) airplane
toe -downs located anywhere within the tie -down area located to the southeast of the 400 building
(together "Premises"). Lessee shall also have the non-exclusive use of the seven (7) automotive
parking stalls located directly to the east of the 400 building (not calculated as part of the Lease
consideration), together depicted in Exhibit A, attached hereto and incorporated herein by this
reference. The Premises is situated in the City of Auburn, County of King, State of Washington.
1.2) Lessee acknowledges and agrees that it is relying solely on its inspection and
investigation of the Premises, and accepts the property "AS -IS, WHERE IS" in its present
condition with no warranties of any kind, expressed or implied, either oral or written, made by
Lessor or any employee, agent or representative of Lessor with respect to the physical condition
of the Premises. Lessee shall have determined to its satisfaction upon its execution hereof that
the Premises can be used for the purposes it intends and which are described in Article 6 below
and permitted under this lease. Lessee acknowledges and agrees that neither Lessor nor Lessor's
employees, agents, representatives or otherwise have made, and does not make any
representations or warranties of any kind or character whatsoever, whether expressed or implied,
with respect to the habitability, leaseability or suitability for commercial purposes,
merchantability, or fitness for a particular purpose of the Premises. The presence or absence of
any hazardous substances, wastes or materials as defined by State, Federal or Local Law, all of
which warranties Lessor hereby expressly disclaims. Lessor does represent that, to the best of the
Lessor's knowledge, without duty of inquiry, there are no hazardous wastes or materials on, in or
under the Premises.
1.3) No building, structure, or improvements of any kind shall be erected, placed upon,
operated or maintained on the Premises, nor shall any business or operation be conducted or
carried on in violation of any ordinance, law, statute, by-law, order, or rule of any governmental
agency having jurisdiction thereover.
ARTICLE 2: TERM
2.1) The term of this Lease shall begin on July 1, 2016 (hereinafter referred to as the
"Commencement Date"), and terminate at midnight on December 31, 2016, unless sooner
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Resolution 5232 Page 2
terminated pursuant to any provision of this Lease (the "Term"). If Lessor, for any reason
whatsoever, cannot deliver possession of the Premises to Lessee on the Commencement Date,
Lessor shall not be subject to any liability nor shall the validity of the Lease be affected;
provided, the Term of this Lease shall commence on the date possession is actually tendered to
Lessee but the Expiration Date shall not be adjusted.
2.2) Renewal — No later than November 1, 2016 Lessee must provide to Lessor in writing of
its intent to enter into negotiations to extend the lease at agreeable terms or vacate the Premises
upon expiration of this Lease. If Lessee desires to extend the Lease then Lessee shall provide
written notification along with a profit and loss statement for review by Lessor. If Lessee wishes
to enter into negotiations to extend the Lease, Lessor shall have ten (10) working days from
receipt of such notice to either accept the request and begin negotiations or deny Lessee's
request. If Lessor denies Lessee's request to extend the Lease, Lessee agrees to vacate the
premises peacefully by the end of the term. If Lessor or Lessee elects not to enter into
negotiations for an extension of this Lease, then Lessor shall have the right to market the
Premises to future prospective tenants beginning forty-five (45) days prior to the end of the
Term. Marketing of the Premises shall include, but not be limited to: posting of signs on
Premises or its improvements, photographs, and tours of the Premises and its improvements.
Entering upon the Premises' for the purpose of tours shall be conducted in accordance with
Article 13 below.
ARTICLE 3: RENT AND LEASEHOLD TAX
3.1) Lessee agrees to pay to the City of Auburn a base rent of $490.00 per month for the
Premises. In addition to the Base Rent, Lessee shall pay a statutory leasehold excise tax of
12.84% of the monthly Base Rent imposed by RCW Chapter 82.29. The Base Rent plus
leasehold tax (together "Rent") shall equal $552.92 per month. Rent shall be paid in full at the
office of the Airport Manager or at such other office as may be directed in writing by the City, on
the 1St calendar day of the month in advance. Rent shall be paid without notice, demand, offset,
abatement or deduction of any kind. If commencing or extending on a date other than the first
(1St) day of the month then the Rent shall be prorated on a per diem basis and paid in full through
the end of the current month upon commencement of the Lease.
Any monies paid by Lessee in advance of the Commencement Date for airplane tie -downs
extending from the Commencement Date to December 31, 2016 shall be held as a credit and
applied towards Lessees Rent payment(s).
3.2) Late Charges - Lessee hereby acknowledges that late payments of Rent or any other sums
due hereunder will cause the Lessor to incur costs not otherwise contemplated by this Lease.
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Accordingly, if any installment of Rent or any other sum due from Lessee is not received by the
Lessor within ten (10) days after such amount shall be due, then, without any requirement for
notice to Lessee, Lessee shall pay the Lessor a late charge equal to 12% of the overdue amount.
The parties agree that such late charges represent a fair and reasonable estimate of the costs the
Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by the
Lessor shall in no event constitute a waiver of Lessee's default with respect to such overdue
amount, nor prevent the Lessor from exercising any of the other rights and remedies granted
hereunder. In addition to the late charges provided for in this section, interest shall accrue on
rent, or any other sums due hereunder, at the rate of one and one-half percent (1 and 1/2%) per
month from the date due until paid in full.
ARTICLE 4: PERMISSIBLE USES
Lessee shall use the Premises for conducting commercial aeronautical uses only. All Fixed Base
Operators (FBO's) shall be subject to Auburn City Code 12.56, Airport Rules and Regulations
and the Auburn Municipal Airport's Minimum Operating Standards hereby attached for
reference. FBO services authorized to be conducted by Lessee on the Premises may include
some or all of the following:
• Aircraft Sales
• Aircraft Leasing or Rental Services
• Flight Training Services
• Aircraft Management Services
• On -Airport Rental Car Concession Services
• Off -Airport Rental Car Concession Services
• Charter Brokerage Services
Additional services may be permitted at the discretion of the Lessor and may be subject to
additional requirements. Lessee agrees to remain compliant with the most current version of the
Auburn City Code, Airport Rules and Regulations and Minimum Operating Standards as they
may be updated and amended during the term and any extended terms of the lease.
ARTICLE 5: HOLDOVER & ABANDONMENT
5.1) Holdover - If Lessor and Lessee are undertaking active negotiations to renew, extend or
create a new lease, and the negations extend beyond the terms of the current active Lease, Lessor
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Resolution 5232 Page 4
and Lessee may agree in writing for the Lessee to retain possession of the Premises during such
negotiations. Such period shall be considered the "Holdover" period. The Holdover period must
be agreed to in writing prior to expiration of the then current Lease. Rent shall be charged on a
per diem basis, at a "Premium Rate" of $1,000 per month, excluding state leasehold excise tax
which shall be charged upon the Premium Rate. Upon agreement of an extension or otherwise
new Lease between Lessee and Lessor, Lessor may in its sole discretion waive the premium
rental fees during the Holdover period. If an agreement cannot be reached and active
negotiations cease to exist then Lessee shall, upon notice by either party, surrender possession of
the Premises immediately, reverting ownership of the improvements and otherwise in accordance
with Article 5.1 above.
5.2) Abandonment — Abandonment of the leased premises, or vacation or desertion of said
premises for a period of thirty (30) days shall be deemed a default of this Lease and it shall be
lawful for Lessor, its attorneys or representative to re-enter into and repossess the premises.
ARTICLE 6: MAINTENANCE
6.1) Lessor's Responsibilities - Lessor shall be responsible for repair and maintenance of the
following: the exterior of the 400 Building including: Exterior walls, roof, gutters, downspouts,
foundation, exterior doors and windows. Lessor shall also be responsible for repair and
maintenance of the surrounding sidewalks, landscaping and the parking lot as depicted in Exhibit
A and all wiring, plumbing, bath fixtures and janitorial services located in or on Lessee's
premises at Lessor's sole cost and expense, provided, however, that Lessor shall not be required
to repair damage which results from the act of negligence by the Lessee, his agents, servants, or
employees. If Lessor refuses or neglects to commence or complete repairs, either promptly or
adequately, Lessee may, but shall not be required to commence or complete the repairs and
Lessor shall pay the costs thereof.
6.2) Lessee's Responsibilities in the 400 Building — Lessee shall be responsible for repair and
maintenance to their Premises located within the 400 Building, including: interior walls, floors,
and any non -bath fixtures. All repairs and maintenance shall be at the sole cost and expense of
the Lessee, provided, however, that Lessee shall not be required to repair damage which results
from acts of negligence by the Lessor, his agents, servants or employees, or when such damage
is caused by any peril included within the Lessor's property insurance coverage. If Lessee
refuses or neglects to commence or complete repairs within thirty days of written notice by the
Lessor, Lessor may, but shall not be required to commence or complete the repairs and Lessee
shall pay the costs thereof to Lessor on demand.
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6.3) Natural Disaster or Act of God — In the event that the Premises is damaged due to a
natural disaster or act of God, if the cost of repairing or reconstructing the Premises to the
condition and form immediately prior to such damage or destruction does not exceed thirty-three
percent (33%) of the then new replacement cost thereof, then Lessor shall effect such repair,
restoration, and reconstruction of the Premises so damaged or destroyed to substantially their
condition prior to said damage or destruction in a timely manner. All such work shall be carried
out in accordance with plans and specifications prepared by a licensed architect or engineer if
such an architect or engineer is reasonably required given the scope and nature of the work. In no
event shall Rent or any other monies due by Lessee be abated during such period of
reconstruction and/or restoration.
6.4) If the cost of repairing, restoring or reconstructing the Premises to the condition and form
immediately prior to such damage or destruction exceeds thirty-three percent (33%) of the then
new replacement cost thereof, then Lessor, in its sole discretion may elect by written notice to
Lessee given within thirty (30) days after the date of the damage to terminate this Lease. If no
notice of termination is given then all obligations set forth in this Lease shall continue, including
but not limited to Rent obligations of the Lessee. In no event shall Lessor be responsible for
damage to Lessee's personal property located on or within the Premises.
6.5) Damage Due to Fire — In the event of damage or destruction due to fire determined not to
have been caused by Lessee then Sections 6.3 and 6.4 above shall apply. If however, the cause of
the fire, as determined by the local Fire Authority is determined to have been caused by Lessee,
one of Lessee's guests, agents, employees, students or otherwise then the cost of said repair,
restoration, reconstruction or replacement of the Premises shall be borne by Lessee. Repairs,
reconstruction or replacement of the Premises shall be done in a commercially reasonable
manner and with the approval of the Lessor and all obligations under this Lease, including Rent
shall remain in full force during such period of repair, restoration, reconstruction or replacement.
ARTICLE 7: ENVIRONMENTAL PROVISIONS
7.1) Lessee covenants to defend, indemnify, and hold Lessor harmless from any imposition or
attempted imposition by any person upon Lessor of any obligation or cost ("liability") of
whatever form, including, without limitation, damages; claims; governmental investigations,
proceedings or requirements; attorney fees in investigation, at trial or administrative proceeding,
or on appeal; witness or consultant costs; or any other liability to the extent that such liability
arises from a violation, or from the failure to satisfy a requirement of any environmental or land
use law or regulation, proximately resulting from use of the Premises during the term of this
Lease, and without regard to when the liability is asserted.
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7.2) Lessee has inspected the Premises and accepts it in its present condition. Lessee shall not
cause the premises to be contaminated in any way and in the event of contamination shall
immediately report such contamination to Lessor and shall cause any such contamination to be
remedied by that method recognized by Washington State Department of Ecology and shall
indemnify and hold Lessor harmless from all costs involved in implementing the remedy.
7.3) Any other provision of this Lease to the contrary notwithstanding, Lessee's breach of any
covenant contained in this Article 9 shall be an Event of Default empowering Lessor, in addition
to exercising any remedy available at law or in equity or otherwise pursuant to this Lease, to
terminate this Lease and to evict Lessee from the Premises forthwith, or to terminate Lessee's
right to possession only without terminating this Lease.
7.4) Lessee shall notify Lessor within twenty-four (24) hours of any release of a reportable
quantity of any hazardous substance (as that term is defined in CERCLA, 42 USC 9601, et. seq.
or the Washington Model Toxics Control Act), or of the receipt by Lessee of any notices, orders
or communications of any kind from any governmental entity which relate to the existence of or
potential for environmental pollution of any kind existing on or resulting from the use of the
Premises or any activity conducted thereon. If Lessee fails to comply with any of the
requirements of this article, Lessor may undertake, without cost or expense to Lessor, any
actions necessary to protect Lessor's interest including steps to comply with such laws.
ARTICLE 8: INSURANCE COVERAGE, INDEMNIFICATION / HOLD HARMLESS
8.1) Insurance — In accordance with Article 4 of the Auburn Municipal Airport Minimum
Operating Standards, herein incorporated as a reference, Lessee shall at all times have in effect
the following types of minimum amounts of insurance as applicable to the business to be
conducted:
(I) Commercial General Liability insurance in the amount of $1,000,000 per occurrence
and $1,000,000 annual aggregate. Such insurance shall contain contractual liability
insurance covering applicable leases, licenses, permits, or agreements.
(II) Commercial/business automobile liability insurance for all owned, non -owned and
hired vehicles assigned to or used in performance of commercial aeronautical
activities in the amount of at least $300,000 per occurrence. If any hazardous
material, as defined by any local, state or federal authority, is the subject, or
transported, in the performance of this contract, an endorsement is required providing
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$1,000,000 per occurrence limits of liability for bodily injury and property damage.
(III) Special Causes of Loss Property Foran covering all improvements and fixtures on the
commercial airport operator's premises in an amount no less than the fiill replacement
cost thereof, to the extent of the commercial airport operator's insurable interest in the
premises.
(IV) Worker's compensation insurance as required by law and employer's liability
insurance in the amount of $100,000 per accident, $100,000 disease per person,
$500,000 disease policy limit.
(V) Aircraft liability insurance in the amount of at least $1,000,000 per occurrence single
limit Bodily Injury and Property Damage Liability including Passengers.
(VI) Hangar keeper's liability insurance in the amount of at least $1,000,000 per
occurrence, or more as values or Lessor require.
(VII) Products -completed operations liability insurance in the amount of at least $1,000,000
per occurrence.
(VIII) If applicable, Lessee shall maintain Environmental Impairment Liability coverage for
any underground or aboveground fiiel storage facility, tank, underground or
aboveground piping, ancillary equipment, containment system or structure used,
controlled, constructed or maintained by Lessee in the amount of $1,000,000 each
incident, $2,000,000 aggregate. The policy shall cover on-site and off-site third party
bodily injury and property damage including expenses for defense, corrective action
for storage tank releases and tank clean-up for storage tank releases.
8.2) In addition to the types and amounts of insurance required in Article 8.1 above, Lessee
shall at all times maintain such other insurance as the Lessor may reasonably determine to be
necessary for Lessee's airport activities.
8.3) All insurance shall be in a form and from an insurance company with Best's financial
rating of at least a B++. All policies, except worker's compensation policy, shall name the City
and its elected or appointed officials, officers, representatives, directors, commissioners, agents
and employees as "Additional Insured", and the Lessee shall furnish certificates of insurances
evidencing the required coverage cited herein prior to engaging in any commercial aeronautical
activities. Such certificates shall provide for unequivocal thirty (30) day notice of cancellation or
material change of any policy limits or conditions.
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8.4) The Lessee's insurance coverage shall be primary insurance as respects Lessor. Any
insurance, self-insurance, or insurance pool coverage maintained by Lessor shall be in excess of
the Lessee's insurance and shall not contribute with it.
8.5) Indemnification / Hold Harmless - The Lessee shall defend, indemnify, and hold
harmless Lessor, its officers, officials, employees and volunteers from and against any and all
claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to
property, which arises out of Lessee's use of Premises, or from the conduct of Lessee's business,
or from any activity, work or thing done, permitted, or suffered by Lessee in or about the
Premises, except only such injury or damage as shall have been occasioned by the sole gross
negligence or willfiil misconduct of Lessor. Solely for the purpose of effectuating Lessee's
indemnification obligations under this Lease, and not for the benefit of any third parties
(including but not limited to employees of Lessee), Lessee specifically and expressly waives any
immunity that may be granted it under applicable federal, state or local Worker Compensation
Acts, Disability Benefit Acts or other employee benefit acts. Furthermore, the indemnification
obligations under this Lease shall not be limited in any way by any limitation on the amount or
type of damages, compensation or benefits payable to or for any third party under Worker
Compensation Acts, Disability Benefit Acts or other employee benefit acts. The parties
acknowledge that the foregoing provisions of this Section have been specifically and mutually
negotiated between the parties.
ARTICLE 9: ASSIGNMENT AND SUBLETTING
Lessee shall not assign or sublet the Premises without the written approval of Lessor, which
approval is at the sole discretion of the Lessor. If Lessor consents to a proposed assignment or
sublease then Lessor may require Lessee to pay to Lessor a sum equal to 50% of any Rent and
other consideration, profit or gain realized by Lessee from such sublease or assignment, in excess
of the rent allocable to the transferred space then being paid by Lessee to Lessor pursuant to the
Lease (after deducting the costs of Lessee, if any, in effecting the assignment or sublease,
including reasonable alteration costs, commissions and legal fees).
ARTICLE 10: UTILITIES
10.1) Lessee shall be responsible for establishing and maintaining direct accounts with the City
of Auburn and any other public or private providers of utilities used in or charged against the
Premises as appropriate and to hold the Lessor harmless from any such charges. Such utilities
shall include but not be limited to: power, water, sewer, storm, garbage, phone and internet.
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10.2) Except to the extent caused by the gross negligence or intentional misconduct of Lessor
or its agents, employees or contractors, failure by Lessor to any extent to furnish or cause to be
furnished the utilities or services described in this Lease, or any cessation or interruption thereof,
resulting from any cause, including without limitation, mechanical breakdown, overhaul or repair
of equipment, strikes, riots, acts of God, shortages of labor or material, compliance by Lessor
with any voluntary or similar governmental or business guidelines, governmental laws,
regulations or restrictions, or any other similar causes, shall not render the Lessor liable in any
respect for damages to either person or property, for any economic loss or other consequential
damages incurred by Lessee as a result thereof, be construed as an eviction of Lessee, result in an
abatement of rent, or relieve Lessee from its obligation to perform or observe any covenant or
agreement contained in this Lease.
ARTICLE 11: ESTOPPEL
11.1) Estoppel Certificate — At the request of the Lessee in connection with an assigmnent of
its interest in this Lease, Lessor shall execute and deliver a written statement identifying it as the
Lessor under this Lease and certifying:
(I) The documents that then comprise this Lease
(II) That this Lease is in full force and effect
(III) The then current annual amount of rent and the date through which it has been paid
(IV) The expiration date of this Lease
(V) That no amounts are then owed by Lessee to Lessor (or, if amounts are owed,
specifying the same)
(VI) To the knowledge of Lessor, there are no defaults by Lessee under this Lease or any
facts which but for the passage of time, the giving of notice or both would constitute
such a default
(VII) Remaining rights to renew the term of this lease to the extent not theretofore
exercised
The party acquiring Lessee's interest in the Lease shall be entitled to rely conclusively upon such
written statement.
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ARTICLE 12: NOTICES
Any notice, consent, approval or other communication given by either party to the other relating
to this Lease shall be in writing, and shall be delivered in person, sent by certified mail, return
receipt requested, sent by reputable overnight courier, or sent by other approved forms of
electronic communication (with evidence of such transmission received) to such other party at
the respective addresses set forth below (or at such other address as may be designated from time
to time by written notice given in the manner provided herein). Such notice shall, if hand
delivered or personally served, be effective immediately upon receipt. If sent by certified mail,
return receipt requested, such notice shall be deemed given on the third business day following
deposit in the United States mail, postage prepaid and properly addressed; if delivered by
overnight courier, notice shall be deemed effective on the first business day following deposit
with such courier; and if delivered by electronic communication, notice shall be deemed
effective when sent.
The notice addresses of the parties are as follows:
To the City: Devin Snyder
Community Development & Public Works Director
25 West Main St.
Auburn, WA 98001
and
City of Auburn
Clerk's Office
25 West Main St.
Auburn, WA 98001
To Lessee: SpanaFlight, LLC
Attn: Doug Miller
16705 10P Ave. Ct. E
Puyallup, WA 98374
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 11
ARTICLE 13: INSPECTION, ACCESS AND POSTED NOTICES
Lessor and any of its agents shall at any time upon seventy-two (72) hours advance, written
notice to Lessee, have the right to go upon and inspect the Premises provided, however, that in
the event the Lessor determines, in its sole and absolute discretion, that an emergency situation
exists on or adjacent to the Premises, no advance notice to Lessee is required and Lessor may
immediately go upon and inspect the Premises. Lessor shall have the right to serve, or to post
and to keep posted on the Premises, or on any part thereof, any notice permitted by law or by this
Lease, any other notice or notices that may at any time be required or perinitted by law or by this
Lease. Lessor shall not be liable in any manner for any inconvenience, disturbance, loss of
business, or other damages arising out of Lessor's entry on the Premises as provided in this
Section except for such damage that is caused directly by, or through the gross negligence of,
Lessor, their employees, agents, or representatives.
ARTICLE 14: DEFAULT AND REMEDIES
14.1 Lessee shall be in default under this Lease if any rent or other payment due from Lessee
hereunder remains unpaid for more than ten (10) days after the date it is due; (ii) Lessee files a
voluntary petition in bankruptcy or makes a general assignment to the benefit of, or a general
arrangement with, creditors; (iii) there is an involuntary bankruptcy filed against Lessee that has
not been dismissed within thirty (30) days of filing; (iv) Lessee becomes insolvent; or (v) a
receiver, trustee, or liquidating officer is appointed for Lessee's business; or (vi) if Lessee
violates or breaches any of the other covenants, agreements, stipulations or conditions herein,
and such violation of breach shall continue for a period of thirty (30) days after written notice of
such violation or breach is sent to Lessee, then Lessor shall have the rights and remedies
provided in this Article 14, in addition to any other right or remedy available at law or equity (all
notice and cure periods set forth above are in lieu of and not in addition to any notice required
pursuant to applicable unlawful detainer/eviction statutes).
14.2 Upon any default under this Lease, Lessor may reenter the Premises in the manner then
provided by law, and remove or put out Lessee or any other persons found therein. No such
reentry shall be construed as an election on Lessor's part to terminate this Lease unless a written
notice of such intention is given to Lessee.
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Resolution 5232 Page 12
14.3 Upon default the Lessor may elect to re -let the Premises or any part thereof upon such
terms and conditions, including rent, term and remodeling or renovation, as Lessor in its sole
discretion may deem advisable. To the fiillest extent permitted by law, the proceeds of any
reletting shall be applied: first, to pay Lessor all costs and expenses of such reletting (including
without limitation, costs and expenses incurred in retaking or repossessing the Premises,
removing persons or property therefrom, securing new Lessees, and, if Lessor maintains and
operates the Premises, the costs thereof); second, to pay any indebtedness of Lessee to Lessor
other than rent; third, to the rent due and unpaid hereunder; and fourth, the residue, if any, shall
be held by Lessor and applied in payment of other or future obligations of Lessee to Lessor as
the same may become due and payable, and Lessee shall not be entitled to receive any portion of
such revenue.
14.4 Lessor may also elect to terminate the Lease and all rights of Lessee by giving notice to
Lessee of such election. If Lessor elects to terminate the Lease, Lessor shall have the right to
reenter the Premises and remove all persons, and to take possession of and remove all equipment
and fixtures of Lessee in the Premises, in the manner then provided by law. Lessee hereby
waives all damages that may be caused by Lessor's reentering and taking possession of the
Premises or removing or storing the property thereof, and Lessee shall save Lessor harinless
therefrom, and no such reentry shall be considered a forcible entry. If Lessor so elects to
terminate the Lease, Lessor may also recover from Lessee:
(I) The worth at the time of the award of the unpaid rent which had been earned at the
time of termination;
(II) The worth at the time of the award of the amount by which the unpaid rent which
would have been earned after termination until the time of the award exceeds the amount
of rental loss that the Lessee proves could have been reasonably avoided;
(III) The worth at the time of the award of the amount by which the unpaid rent for the
balance of the term after the time of the award exceeds the amount of rental loss that the
Lessee proves could be reasonably avoided;
(IV) Any other amount necessary to compensate the Lessor for all the detriment
proximately caused by the Lessee's failure to perforin its obligations under the Lease or
which in the ordinary course of things would be likely to result therefrom; and
(V) At Lessor's election, such other amounts in addition to or in lieu of the foregoing that
may be permitted from time to time by applicable law.
The "worth at the time of the award" of the amounts referred to in paragraphs (I) and (II)
above is computed by allowing interest at twelve percent (12%). The "worth at the time of the
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 13
award" of the amount referred to in paragraph (III) above is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the
award plus one percent (M).
14.5) Nothing in this Article 14 shall be deemed to affect Lessor's right to indemnification for
liability or liabilities arising prior to termination of this Lease for personal injury or property
damage under the indemnification provisions or other provisions of this Lease.
ARTICLE 15: RETENTION OF AIRSPACE
15.1) Lessor retains the public and private right of flight for the passage of aircraft in the
airspace above the surface of the property hereinbefore described, together with the right to
cause in said airspace such noise as may be inherent in the operation of aircraft, now known or as
hereinafter used, for navigation of or flight in said airspace and for use of said airspace for taking
off from, landing on or operating at Auburn Municipal Airport.
15.2) Lessor reserves the right to further develop or improve the landing area of the Auburn
Municipal Airport as it sees fit, regardless of the desires or view of the Lessee and without
interference or hindrance.
15.3) Lessor reserves the right, but shall not be obligated to the Lessee to maintain and keep in
repair the landing area of the Auburn Municipal Airport and all publicly -owned facilities of the
Airport, together with the right to direct and control all activities of the Lessee in this regard.
15.4) This Lease shall be subordinate to the provisions and requirements of any existing or
future agreement between the Auburn Municipal Airport and the United States, relative to the
development, operation, and maintenance of the Airport.
15.5) Lessee agrees to comply with the notification and review requirements covered in Part 77
of the Federal Aviation Regulation in the event any construction is planned for the Premises, or
in the event of any planned modification or alteration of any present or future Improvements or
structure situated on the Premises.
15.6) Lessee agrees that it will not erect nor permit the erection of any structure or object, nor
permit the growth of any tree on the Premises to exceed the established height contours. In the
event the aforesaid covenants are breached, Lessor shall give written notice to the Lessee
specifying the breach. If Lessee does not take action to correct the breach within ten (10) days of
receipt of said notice, the Lessor reserves the right to enter upon the Premises hereunder and to
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 14
remove the offending structure or object and cut the offending tree, all of which shall be at the
expense of Lessee.
15.7) Lessee, by accepting this Lease, agrees that it will not make use of the Premises in any
manner which might interfere with the landing and taking off of aircraft from Auburn Airport or
otherwise constitute a hazard. In the event the aforesaid covenant is breached, Lessor reserves
the right to enter upon the Premises hereby leased and cause the abatement of such interference
at the expense of Lessee.
15.8) It is understood and agreed that nothing herein contained shall be construed to grant or
authorize the granting of an exclusive right within the meaning of Section 308a of the Federal
Aviation Act of 1958 (49 U.S.C. Section 1349a).
15.9) This Lease and all the provisions hereof shall be subject to whatever right the United
States Govermnent now has or in the future may have or acquire, affecting the control, operation,
regulation, and taking over of the Auburn Airport by the United States during the time of the war
or national emergency.
15.10) Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Auburn Airport against obstructions, together with the right to prevent Lessee
from erecting or permitting to be erected any building or other structure on the Premises which,
in the opinion of Airport or the Federal Aviation Administration, would limit the usefulness of
the Auburn Airport or constitute a hazard to aircraft.
15.11) Lessee, as well as Lessee's assignees and subleases, and the agents, employees and
customers thereof, shall have the rights of access to and use of all areas and facilities of the
Auburn Airport which are intended for the common use of all Lessees and occupants of the
Auburn Airport, including but not limited to the take -off and landing areas, taxi areas, reasonable
access thereto from the Premises, and air control facilities.
ARTICLE 16: FEDERAL AVIATION ADMINISTRATION
16.1) Lessee agrees:
(I) to prevent any operation on the Premises which would produce
electromagnetic radiations of a nature which would cause interference
with any existing or future navigational aid or communication aid serving
Auburn Municipal Airport, or which would create any interfering or
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 15
confusing light or in any way restrict visibility at the Airport; and
(II) to prevent any use of the Premises, which would interfere with landing or
taking off of aircraft at Auburn Municipal Airport, or otherwise, constitute
an aviation hazard.
16.2) Lessor reserves the right during the term of this Lease or any renewal and/or extension
thereof to install air navigational aids including lighting, in, on, over, under, and across the
Premises in the exercise of any of the rights hereof. Lessor agrees to give Lessee no less than
ninety (90) days' written notice of its intention to install such air navigational aids.
ARTICLE 17: NON-DISCRIMINATION
17.1) Lessee for himself, his heirs, personal representatives, successors in interest, and assigns,
as a part of the consideration hereof, does hereby covenant and agree that in the event facilities
are constructed, maintained, or otherwise operated on the Premises described in this lease
agreement for a purpose for which a Department of Transportation ("DOT") program or activity
is extended or for another purpose involving the provision of similar services or benefits, the
Lessee shall maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Sub -title A,
Office of the Secretary, Part 21, Non-discrimination in 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.
17.2) Lessee for himself, his personal representatives, successors in interest, and assigns, as a
part of the consideration hereof, does hereby covenant and agree that: 1) no person on the
grounds of race, color, sex, 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 the Premises and the furnishing of services
thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination, and 3) that
the Lessee shall use the Premises in compliance with all other requirements imposed by or
pursuant to Title 49, Code of Federal Regulations, DOT, Sub -title A, Office of the Secretary,
Part 21, Non-discrimination in 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.
17.3) In the event of breach of any of the above non-discrimination covenants, Lessor shall
have the right to terminate this Lease agreement and to re-enter and repossess said Premises and
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 16
the facilities thereon, and hold the same as if said lease agreement has never been made or
issued. This provision does not become effective until the procedures of 49 CFR Part 21 are
followed and completed, including expiration of appeal rights.
17.4) Lessee shall furnish its accommodations and/or services on a fair, equal, and not unjustly
discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly
discriminatory prices for each unit or service, provided that Lessee may be allowed to make
reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to
volume purchasers.
17.5) Noncompliance with Article 17 above shall constitute a material breach thereof and, in
the event of such noncompliance, Lessor shall have the right to terminate this Lease and the
estate hereby created without liability therefor or, at the election of the Lessor or the United
States, either or both said Governments shall have the right to judicially enforce the provisions of
said Article 17.4.
17.6) Lessee agrees that it shall insert Articles 17.1 — 17.5 in any lease, license, or sublease
agreement by which said Lessee grants a right or privilege to any person, fine, or corporation to
render accommodations and/or services to the public on the Premises herein leased.
17.7) The Lessee assures that it will undertake an Affirmative Action program as required by
14 CFR Part 152, Sub -part E, ("Sub -part E") to ensure that no person shall on the grounds of
race, creed, color, national origin, or sex, be excluded from participating in any employment
activities covered in Sub -part E. The Lessee assures that no person shall be excluded on these
grounds from participating in or receiving the services or benefits of any program or activity
covered by this Sub -part E. The Lessee assures that it will require that its covered
suborganizations provide assurances to the Lessee that they similarly will undertake Affirmative
Action programs, and that they will require assurances from their suborganizations, as required
by Sub -part E, to the same effort.
ARTICLE 18: ATTORNEY'S FEES AND COSTS
If by reason of default on the part of either party to this Lease agreement it becomes
necessary to employ an attorney to recover any payments due hereunder or to enforce any
provision of this Lease, the prevailing party, whether such party be the successful claimant or the
party who successfully defended against the claim of the other party, shall be entitled to recover
a reasonable attorney's fee and to be reimbursed for such costs and expenses as may have been
incurred by such prevailing party.
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Resolution 5232 Page 17
ARTICLE 19: MISCELLANEOUS
19.1 Signage — Lessee shall have the right to install and maintain two wall mounted,
illuminated or non -illuminated signs on the 400 building, the cost of which utilization of private
signage on airport property is incorporated into the Lease costs. Any additional wall mounted or
free standing signage shall be subject to separate cost considerations and will be addressed in a
separate addendum to this Lease. All signage shall be subject to and in accordance with the
Auburn City Code, Chapter 18.56, and Airport design standards, if any. No sign will be allowed
that may be confusing to aircraft pilots or automobile drivers or other traffic.
19.2) Security - Lessor shall have no obligation to provide security to the Premises. If
reasonably required by Lessor, Lessee shall provide adequate lighting to provide for all-night
illumination of the Taxilane apron of all buildings on the Premises, including aprons, aircraft
tiedown areas, vehicular parking lots, and pedestrian walkways surrounding the Premises. Lessee
may, but need not, employ security persons. If at any time during the term of this Lease,
additional security requirements are imposed on the Auburn Municipal Airport by the FAA or
any other agency having jurisdiction, and such additional security requirements apply to the
Premises, Lessee agrees to comply with said security requirements that affect the Premises, at
Lessee's sole expense, upon being notified of such requirements in writing by Lessor. If Lessor is
fined by FAA for a security violation caused by negligence of Lessee, or any of Lessee's sub -
Lessees, Lessee shall immediately reimburse Lessor upon demand.
19.3) No Brokers- Lessee represents and warrants to Lessor that it has not engaged any broker,
finder or other person who would be entitled to any commission or fees in respect of the
negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Lessor
against any loss, cost, liability or expense incurred by Lessor as a result of any claim asserted by
any such broker, finder or other person on the basis of any arrangements or agreements made or
alleged to have been made by or on behalf of Lessee.
19.4) Regulatory Compliance - The Lessee agrees, at its sole cost and expense, to conform to,
comply with and abide by all lawful rules, codes, ordinances, requirements, orders, directions,
laws, regulations and standards of the United States, the State of Washington, and City of
Auburn or agency of any of said entities, including rules and regulations of Lessor, including
without limitation those relating to enviromnental matters, and regulations set forth by the
Enviromnental Protection Agency, now in existence or hereafter promulgated, applicable to the
Lessee's use and operation of said Premises, including the construction of any improvements
thereon, and not to pen -nit said Premises to be used in violation of any of said rules, codes, laws
or regulations. Lessee shall pay all costs, expenses, liabilities, losses, damages, fines, penalties,
claims, and demands, including reasonable counsel fees, that may in any manner arise out of or
be imposed because of the failure of Lessee to comply with the covenants of this section.
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Resolution 5232 Page 18
19.5) Liens & Insolvency - Lessee shall keep the Premises free from any liens. In the event
Lessee becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or
other liquidating officer is appointed for the business of the Lessee, then the Lessor may cancel
this Lease at Lessor's option.
19.6) Non Waiver - Waiver by Lessor of any term, covenant or condition herein contained or
any breach thereof shall not be deemed to be a waiver of such term, covenant, or condition or of
any subsequent breach of the same or any other term, covenant, or condition herein contained.
19.7) Force Majeure - Except for the payment of Rent, Additional Rent or other sums payable
by Lessee to Lessor, time periods for Lessee's or Lessor's performance under any provisions of
this Lease shall be extended for periods of time during which Lessee's or Lessor's performance
is prevented due to circumstances beyond Lessee's or Lessor's control, including without
limitation, strikes, embargoes, shortages of labor or materials, governmental regulations, acts of
God, war or other strife.
19.8) Severability - If any term, covenant, or condition of this Lease (or part thereof) or the
application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the
remainder of this Lease (and/or the remainder of any such term, covenant or condition), or the
applicability of such term, covenant or condition to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant
or condition (or part thereof) of this Lease shall be valid and be enforced to fullest extent
permitted by law.
19.9) Choice of Law, Integration, and Interpretation — This Lease and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of the State of
Washington and venue for any action hereunder shall be in King County, Washington. This
Lease, together with any subsequent amendments or addendums, constitutes the entire agreement
of the parties and no other understandings, oral or otherwise, regarding this Lease shall exist or
bind any of the parties. All captions, headings or titles in the paragraphs or sections of this Lease
are inserted for convenience of reference only and shall not constitute a part of this Lease or act
as a limitation of the scope of the particular paragraph or sections to which they apply.
Construction of this Lease shall not be affected by any determination as to who is the drafter of
this Lease, this Lease having been drafted by mutual agreement of the parties.
19.10) Gate Cards - Lessee shall coordinate with the Airport Manager upon Commencement of
the Lease to determine and checkout the appropriate number of gate cards needed for sufficient
operations at the Airport. Lessee shall be responsible for the management of the gate cards issued
and responsible for the actions of any person that gains access using the cards and shall not make
the gate cards available to anyone not affiliated with Lessees operations. Lessee shall promptly
report any gate cards that have been lost, stolen or not returned to the Airport Office and must
obtain replacement cards per the current fee schedule prices. Upon tennination or expiration of
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 19
the Lease without any extensions thereof, Lessee shall immediately and without notice or
demand return the gate cards to the Office of the Airport Manager.
19.11) Gate Codes - Gate codes will be provided for personnel gate access onto the Airport.
Gate codes are subject to change as determined and in the sole discretion of the Lessor. Lessee
shall be notified prior to changing of the gate codes and it shall be the responsibility of the
Lessee to notify their customers and employees of said change. Lessee shall immediately notify
the Lessor and the office of the Airport Manager if the codes need to be changed to prevent
access from a customer or employee to maintain security.
19.12) Authority - Each party hereto warrants that it has the authority to enter into this Lease and
to perform its obligations hereunder and that all necessary corporate action to authorize this
transaction has been taken, and the signatories, by executing this Lease, warrant that they have
the authority to bind the respective parties.
ARTICLE 20: SIGNATURE
By signing in the space below, the LESSEE ACKNOWLEDGES HAVING READ AND
UNDERSTOOD AND AGREES TO THE CONTENTS OF THIS AGREEMENT.
[Signatures on following page]
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 20
Dated and Signed this 2 qday of June, 2016.
SpanaFlight, LLC:
o as 1 le , O t er/ EO
STATE OF WASHINGTON )
) ss.
County of )
The undersigned Notary Public hereby certifies: That on this !*ay of,
20 �, personally appeared before me �_ (name),
C'£ 0 (title), and
(name), ,L4jd,�title), to me known to be the individual(s)
described 7 -kid who executed e witAn instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
r
k 80 fi tNot4y Public in and for the St e of Washington,
Rp
Residing at
:;010M A�� //� My commission expires
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SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 21
Dated and Signed this �'4day of June, 2016.
CITY OF AUBURN:
"1612W1744"T,
ATTEST:
Danielle E. Daskam, City Clerk
STATE OF WASHINGTON )
ss.
County of
The undersigned Notary Public hereby certifies: That on this � day
20,-),,:�, , personally appeared before me ��,c , �� (name),
(title), and
(name), (title), to me known to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
AWN
i
s _ Notary Public in and for the State of Washington,
Residing at k
�`,^; My commission expires `-A/
o
i �,, • _
G' O`������
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 22
EXHIBIT A
SpanaFlight, LLC / COA Formal Lease
Resolution 5232 Page 23
CITY or-
WASHINGTON
fWASHINGTON
ADMINISTRATIVE
POLICY AND PROCEDURE
TITLE: SUBJECT: FINANCE
AUBURN MUNICIPAL AIRPORT
MINIMUM OPERATING STANDARDS INDEX NUMBER: 100-81
EFFECTIVE DATE SUPERSEDES PAGE PREPARED BY: MAYOR'S APPROVAL
11/26/07 NEW 1 OF 27 SHELLEY S/S
COLEMAN
1.0 PURPOSE
Minimum operating standards provided in this document and any amendments thereto
(hereinafter referred to as "regulations"), adopted pursuant to the Auburn City Code, are
intended for the safe, orderly and efficient operation of the airport, and apply to all persons using
the airport for any reason.
In addition to any other stated penalties, anyone who violates or fails to comply with any
provisions of these rules and regulations shall upon conviction there of be punished as provided
in ACC 1.25.050. A violation of any of the rules or regulations set forth in this chapter shall be
deemed sufficient cause for the Airport Manager to deny or prohibit access to or use of the
airport by the responsible person or firm.
2.0 ORGANIZATIONS AFFECTED
All departments/divisions
3.0 REFERENCES
Ordinance No. 6118
ADMINISTRATIVE
TITLE:
A
Auburn Municipal Airport
INDEX NO:
PAGE
POLICY AND PROCEDURE
Minimum OperatingStandards
100_81
2 OF 27
4.0 POLICY
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS; APPLICATION; WAIVER.................................................................................. 4-5
Section1-1 Definitions.....................................................................................................4
Section 1-2 Application of Minimum Operating Standards ............................................... 4
Section 1-3 Multiple activities by one commercial airport operator .................................. 4
Section 1-4 Activities not covered by Minimum Operating Standards .............................. 4
Section 1-5 Waiver or modification of standards.............................................................. 4
ARTICLE 2 APPLICATION PROCESS....................................................................................
5-7
Section2-1 Applications.................................................................................................
5
Section 2-2 Processing; denial........................................................................................
6
Section 2-3 Appeal Process............................................................................................
7
ARTICLE 3 GENERAL CONTRACTUAL PROVISIONS...............................................................7-8
Section 5-5
Section 3-1 General Provisions........................................................................................
7
ARTICLE4 INSURANCE......................................................................................................
8-9
Section 4-1 General insurance requirements................................................................... 8
Section 4-2 Additional insurance required
by City's risk management director............................................................... 9
Section 4-3 Form; acceptance by City............................................................................. 9
ARTICLE 5 GENERAL OPERATIONAL REQUIREMENTS........................................................ 9-11
Section 5-1
Airport Rules and Regulations...................................................................... 9
Section 5-2
Taxiway access............................................................................................. 9
Section 5-3
Right -of -entry reserved................................................................................. 9
Section 5-4
Rates and charges......................................................................................
10
Section 5-5
Personnel, subtenants and invitees; control and demeanor .......................
10
Section 5-6
Interference with utilities and systems........................................................
10
Section 5-7
Fire equipment............................................................................................
10
Section 5-8
Vehicle Identification...................................................................................
10
Section 5-9
Indemnification............................................................................................
10
ARTICLE 6 FIXED BASE OPERATORS.............................................................................. 11-15
Section 6-1 Statement of concept.................................................................................. 11
Section 6-2 Land and facility requirements.................................................................... 11
Section 6-3 Hours of operation...................................................................................... 12
Section 6-4 Subcontracting services; restrictions........................................................... 12
Section 6-5 Minimum requirements of FBO services ..................................................... 12
Section6-6 Insurance.................................................................................................... 14
Section 6-7 Monthly aeronautical business permit fee ................................................... 14
ADMINISTRATIVE
TITLE:
A
Auburn Municipal Airport
INDEX NO:
PAGE
POLICY AND PROCEDURE
Minimum OperatingStandards
100-81
3 OF 27
ADMINISTRATIVE
TITLE:
Auburn Municipal Airport
INDEX NO:
PAGE
POLICY AND PROCEDURE
Minimum OperatingStandards
100-81
4 OF 27
ARTICLE 7 GENERAL AVIATION SPECIALTY SERVICES ..................................................... 15-23
Section 7-1. Hangar leasing services.............................................................................
15
Section 7-2. Aircraft sales services................................................................................
16
Section 7-3. Aircraft maintenance and repair services ...................................................
16
Section 7-4. Aircraft leasing or rental services...............................................................
17
Section 7-5. Flight training services...............................................................................
17
Section 7-6. Specialized aircraft repair services............................................................
18
Section 7-7. Aircraft charter services.............................................................................
18
Section 7-8. Specialized commercial flying services......................................................
19
Section 7-9. Aircraft management services...................................................................
19
Section 7-10. Mobile aircraft washing services................................................................
20
Section 7-11. Mobile aircraft maintenance and repair services ........................................
21
Section 7-12. On -Airport Rental Car Concession Services ..............................................
22
Section 7-13. Off -Airport Rental Car Concession Services ..............................................
22
Section 7-14. Off -Airport Catering Services.....................................................................
22
Section 7-15. Charter Brokerage Services.......................................................................
23
ADMINISTRATIVE
TITLE:
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ARTICLE 1 DEFINITIONS; APPLICATION; WAIVER
Section 1-1. Definitions.
All definitions contained in the Auburn City Code and the airport Rules and Regulations are
incorporated by reference into these Minimum Operating Standards. For purposes of these
Minimum Operating Standards, all references to the "Rules and Regulations" are to the airport
Rules and Regulations.
Section 1-2. Application of Minimum Operating Standards.
All persons conducting commercial aeronautical activities at the airport (hereinafter referred to as
commercial airport operator), shall, as a condition of conducting such activities, comply with all
applicable requirements concerning such activities as set forth in these Minimum Operating
Standards and any amendments thereto. The requirements set forth herein are the minimum
standards which are applicable to persons conducting commercial aeronautical activities at the
airport and all persons are encouraged to exceed such minimum standards in conducting their
activities. These Minimum Operating Standards shall be deemed to be a part of each commercial
airport operator's lease, license, permit or agreement with or from the City unless any such
provisions are waived or modified by the City pursuant to section 1-5. The mere omission of any
particular standard from a commercial airport operator's written lease, license, permit or
agreement with the City shall not constitute a waiver or modification of such standard in the
absence of clear and convincing evidence that the City intended to waive or modify such standard.
Section 1-3. Multiple activities by one commercial airport operator.
Whenever a commercial airport operator conducts multiple activities pursuant to one lease,
license, permit or agreement with the City, such commercial airport operator must comply with the
minimum standards set forth herein for each separate activity being conducted. If the minimum
standards for one of the commercial airport operator's activities are inconsistent with the minimum
standards for another of the commercial airport operator's activities, then the minimum standards
which are most beneficial to the City, and/or which are most protective of the public's health,
safety and welfare, shall apply.
Section 1-4. Activities not covered by Minimum Operating Standards.
Any activities for which there are no specific minimum standards set forth herein shall be subject
to such standards and provisions as are developed by the airport director on a case-by-case basis
and set forth in such commercial airport operator's written lease, license, permit or agreement with
or from the City and shall pay the aeronautical business permit fee as set forth in the City of
Auburns fee schedule.
Section 1-5. Waiver or modification of standards.
The Airport Supervisor may waive or modify any portion of these Minimum Operating Standards
for the benefit of any governmental agency performing non-profit public services, fire protection or
fire -fighting operations. The City's Airport Supervisor may waive or modify any portion of these
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Minimum Operating Standards for any
modification is in the best interest of the
commercial airport operators at the airport.
ARTICLE 2 APPLICATION PROCESS
Section 2-1. Applications.
person when it is determined that such waiver or
City and will not result in unjust discrimination among
Any person who desires to conduct any commercial aeronautical activities at the airport covered
by these Minimum Operating Standards shall, prior to conducting such activities, submit an
Aeronautical Business Permit Application to the Airport Manager, and receive approval thereof,
from the Airport Supervisor. In addition to the following requirements, the Airport Manager may
require the applicant to provide additional information which is necessary to ensure compliance
with the Auburn City Code, Rules and Regulations, and/or these Minimum Operating Standards.
The applicant shall, at minimum, submit the following documentation with the above -referenced
application:
(a) A detailed description of the scope of the intended operations, including all services to be
offered;
(b) The amount of land, office space, and/or aircraft storage areas required for the operation;
(c) A detailed description of any improvements or modifications to be constructed or made to
airport property, including cost estimates and a construction timetable;
(d) The proposed hours of operation;
(e) Documentation of the applicant's financial capabilities to construct any improvements and to
conduct any proposed activities;
(f) A detailed description and/or evidence of the applicant's technical abilities and experience in
conducting the proposed activities, including personal references;
(g) The commencement date for the applicant's activities and the term of the lease, license, permit
or agreement sought, including all option periods;
(h) One of the following:
1. If the applicant is a corporation, a copy of the articles of incorporation as filed with the
State of Washington;
2. If the applicant is a limited liability company, a copy of the articles of organization filed
with the State of Washington;
3. If the applicant is a limited partnership, a copy of the certificate of limited partnership
filed with the State of Washington; or
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4. If the applicant is a general partnership, a copy of the written partnership agreement;
(i) An original copy of a certificate of insurance, in the amounts outlined hereunder, naming the
City as an additional insured;
(j) A copy of a lease/sublease or other agreement with the City or a bona fide airport tenant;
(k) A copy of the applicant's City of Auburn Business License;
(1) A rates and charges schedule of all services to be conducted at Auburn Municipal Airport; and
(m) Copies of applicable Federal Aviation Administration (FAA) certificates.
Section 2-2. Processing; denial.
The Airport Manager, in accordance with these Minimum Operating Standards, shall be
responsible for processing an application for an Aeronautical Business Permit. The Airport
Manager may deny any application if the Airport Manager determines that:
(a) The applicant does not meet the qualifications and standards set forth in the Auburn City
Code, the Rules and Regulations, or these Minimum Operating Standards;
(b) The proposed activities are likely to create a safety hazard at the airport;
(c) The activities will require the City to expend funds, or to supply labor or materials as a result of
the applicant's activities, or will result in a financial loss to the airport;
(d) No appropriate space or land is available to accommodate the proposed activities;
(e) The proposed activities are not consistent with the airport's master plan and/or airport layout
plan;
(f) The proposed activities are likely to result in a congestion of aircraft or buildings, a reduction in
airport capacity, or an undue interference with airport operations or the operations of any existing
airport users at the airport;
(g) The applicant or any of its principals has knowingly made any false or misleading statements
in the course of applying for a lease, license, permit or agreement;
(h) The applicant or any of its principals has a record of violating the Auburn City Code, the Rules
and Regulations, these Minimum Operating Standards, federal aviation regulations or any other
applicable laws, ordinances, rules or regulations;
(i) The applicant does not have the technical capabilities or experience or financial resources to
properly conduct the proposed activities;
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(j) The applicant has not submitted appropriate documentation supporting the proposed activity as
outlined in section 2-1.
Section 2-3. Appeal process.
The applicant shall have the ability to appeal the denial of an application by the Airport Manager,
subject to the following provisions:
(a) Providing written notice of appeal to the Airport Manager within ten (10) days of said denial.
(b) The notice of appeal will be forwarded to the Airport Supervisor for review.
(c) Applicant shall be notified in writing of the date of the scheduled appeal review.
(d) Applicant shall be present at the appeal review to justify the applicant's application. If applicant
is not present, the Airport Manager's denial shall remain unchanged.
(e) The Airport Supervisor shall take comments from the applicant and the Airport Manager.
(f) The Airport Supervisor shall render its decision in writing within ten (10) calendar days of the
conclusion of the appeal and the decision shall be final as to the denial or approval of the
application.
ARTICLE 3 GENERAL CONTRACTUAL PROVISIONS
Section 3-1. General provisions.
Except as otherwise provided in the Auburn City Code, all leases, licenses, permits or agreements
with the City which affect the airport are subject to the following provisions:
(a) Rights to engage in specific activities at the airport are non-exclusive.
(b) Defense and indemnification of the City and its elected or appointed officials, officers,
representatives, directors, commissioners, agents and employees from and against all damages,
claims, suits, actions, losses and expenses (including court costs and reasonable attorney's fees)
for personal injury or death or for property damage or loss arising out of the use of the airport;
(c) A termination clause allowing the City to terminate the commercial airport operator's lease,
license, permit or agreement no later than thirty (30) days after notice of default is given to the
commercial airport operator if the commercial airport operator fails to cure its default within the
thirty (30) day period, and allowing the City to terminate the lease, license, permit or agreement
immediately if the commercial airport operator fails to maintain the required insurance.
(d) No improvements or modifications to airport property without the prior written consent of the
City and without posting appropriate payment and performance bonds. Before commencing any
improvements or modifications, the commercial airport operator shall submit detailed construction
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plans and specifications to the City. Upon completion of the construction, the commercial airport
operator shall provide the City with two (2) complete sets of detailed plans and specifications of
the work ,as completed. All improvements or modifications made to airport property shall become
the property of the City, at no cost to the City, upon termination of the commercial airport
operator's lease, license, permit or agreement.
(e) No lease, license, permit, agreement, or any rights thereunder, shall be assigned without the
prior written consent of the City. The airport director may require any potential assignee to submit
biographical and financial information at least thirty (30) days prior to a proposed assignment.
(f) All FAA required provisions.
ARTICLE 4 INSURANCE
Section 4-1. General insurance requirements.
Except as otherwise provided in article 6 or article 7, each commercial airport operator shall at all
times maintain in effect the following types and minimum amounts of insurance as applicable to
the business to be conducted:
(a) Commercial General Liability insurance in the amount of $1,000,000 per occurrence and
$1,000,000 annual aggregate. Such insurance shall contain contractual liability insurance covering
applicable leases, licenses, permits, or agreements.
(b) Commercial/business automobile liability insurance for all owned, non -owned and hired
vehicles assigned to or used in performance of commercial aeronautical activities in the amount of
a least $300,000 per occurrence. If any hazardous material, as defined by any local, state or
federal authority, is the subject, or transported, in the performance of this contract, an
endorsement is required providing $1,000,000 per occurrence limits of liability for bodily injury and
property damage.
(c) Special Causes of Loss Property Form covering all improvements and fixtures on the
commercial airport operator's premises in an amount not less then the full replacement cost
thereof, to the extent of the commercial airport operator's insurable interest in the premises.
(d) Worker's compensation insurance as required by law and employers liability insurance in the
amount of $100,000 per accident, $100,000 disease per person, $500,000 disease policy limit.
(e) Aircraft liability insurance in the amount of at least $1,000,000 per occurrence single limit
Bodily Injury and Property Damage Liability including Passengers.
(f) Hangar keeper's liability insurance in the amount of at least $1,000,000 per occurrence, or
more as values require.
(g) Products -completed operations liability insurance in the amount of at least $1,000,000 per
occurrence.
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(h) If applicable, Lessee shall maintain Environmental Impairment Liability coverage for any
underground or aboveground fuel storage facility, tank, underground or aboveground piping,
ancillary equipment, containment system or structure used, controlled, constructed or maintained
by Lessee in the amount of $1,000,000 Each Incident, $2,000,000 Aggregate. The policy shall
cover on-site and off-site third party bodily injury and property damage including expenses for
defense, corrective action for storage tank releases and tank clean-up for storage tank releases.
(i) All insurance policies cited herein shall contain a waiver of subrogation rights endorsement with
respect to the City.
Section 4-2. Additional insurance required by City's risk management director.
In addition to the types and amounts of insurance required by section 4-1, each commercial
airport operator shall at all times maintain such other insurance as the City's risk management
director may reasonably determine to be necessary for such commercial airport operator's
activities.
Section 4-3. Form; acceptance by City.
All insurance shall be in a form and from an insurance company with a Best's financial rating of at
least B ++. All policies, except worker's compensation policy, shall name the City and its elected
or appointed officials, officers, representatives, directors, commissioners, agents and employees
as "Additional Insured," and the commercial airport operator shall furnish certificate of insurances
evidencing the required coverage cited herein prior to engaging in any commercial aeronautical
activities. Such certificates shall provide for unequivocal thirty (30) day notice of cancellation or
material change of any policy limits or conditions.
ARTICLE 5 GENERAL OPERATIONAL REQUIREMENTS
Section 5-1. Airport Rules and Regulations.
Each commercial airport operator shall abide by the Auburn City Code, Rules and Regulations
and any other documents established by the City for the safe, orderly and efficient operation of the
airport.
Section 5-2. Taxiway access.
If not already provided, each commercial airport operator conducting aeronautical activities shall
provide paved access from its leased premises to the airport's taxi-way/taxilane/apron system.
Such access shall meet all applicable FAA standards for the largest aircraft type anticipated to use
the commercial airport operator's premises.
Section 5-3. Right -of -entry reserved.
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The City reserves the right at all reasonable times to enter upon each commercial airport
operator's premises for any lawful purpose, provided that such entry does not unreasonably
interfere with the commercial airport operator's use of the premises.
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Section 5-4. Rates and charges.
Each commercial airport operator may determine the rates and charges for all of its activities and
services, provided that such rates and charges shall be reasonable and fairly applied to all of the
commercial airport operator's customers.
Section 5-5. Personnel, subtenants and invitees; control and demeanor.
Each commercial airport operator shall employ a sufficient number of trained, on -duty personnel to
provide for the efficient, safe, orderly and proper compliance with its obligations under its lease,
license, permit or agreement. Each commercial airport operator shall control the conduct and
demeanor of its personnel, subtenants, licensees and invitees and, upon objection by the City
concerning the conduct or demeanor of any such person, the commercial airport operator shall
immediately take all lawful steps necessary to remove the cause of the objection. Each
commercial airport operator shall conduct its operations in a safe, orderly, efficient and proper
manner so as not to unreasonably disturb, endanger or be offensive to others.
Section 5-6. Interference with utilities and systems.
No commercial airport operator shall do or permit to be done anything that may interfere with the
effectiveness or accessibility of any public utility system, drainage system, sewer system, fire
protection system, sprinkler system, alarm system or fire hydrant and hoses.
Section 5-7. Fire equipment.
Each commercial airport operator shall supply and maintain such adequate and readily accessible
fire extinguishers and equipment as may be required by law and/or the Valley Regional Fire
Authority.
Section 5-8. Vehicle identification
Any vehicle used in the airside area must bear identification designating the commercial airport
operator to whom the vehicle is assigned. Letters shall be a minimum of three (3) inches in height
on a contrasting background and displayed in a manner that is acceptable to the Airport Manager.
Section 5-9. Indemnification.
To the fullest extent permitted by law, any person accessing or using the airport or any of its
facilities, and the person's successors, assigns and guarantors, shall indemnify, defend, pay and
hold the City, its agents, employees, officials, directors, officers, commissioners and
representatives harmless from and against all claims, demands, charges, penalties, obligations,
fines, administrative and judicial actions or proceedings, suits, liabilities, judgments, damages,
losses, costs and expenses of any kind or nature (including, but not limited to, attorney fees and
expenses, expert witness and consultant fees and expenses, arbitration fees, court costs and the
cost of appellate proceedings) arising from said access or use, or from any other act or omission
of said person (and its employees, agents or anyone for whose acts or omissions said person may
be liable) including, without limitation, the discharge of any duties or the exercise of any rights or
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privileges pursuant to this chapter or any regulations or Minimum Operating Standards
promulgated hereunder. This section applies, without limitation, to claims of personal injury, bodily
injury, sickness, disease or death, and to claims of property damage (including City property),
destruction or other impairment of every description (including, without limitation, loss of use), and
to claims of environmental property damage (including, without limitation, cleanup, response,
removal and remediation costs).
ARTICLE 6 FIXED BASE OPERATORS
Section 6-1. Statement of concept.
A fixed base operator means a person engaged in a wide range of commercial aeronautical
activities on airport property including, at a minimum, the following:
(a) Aircraft fueling and lubrication;
(b) Aircraft line services;
(c) Major aircraft maintenance and repair services;
(d) Aircraft storage, parking, and tiedown;
(e) Retail sale of aircraft parts and accessories; and
(f) Provision of customary facilities, amenities, and ancillary services to general aviation users
including, at a minimum, the following: public restrooms, public telephones, passenger waiting
areas/lounges, conference rooms, crew -member lounges, and weather briefing/flight planning
services.
A fixed base operator shall comply with all of the standards and requirements contained in this
article. In addition, a fixed base operator may engage in any general aviation specialty service
activity identified in article 7 (and which is not already specifically required by this section) upon
meeting all standards identified for the specific activity, with the exception of those standards
related to minimum required office space.
Section 6-2. Land and facility requirements.
(a) Land: Three (3) acres of contiguous airport property.
(b) Apron: At least 60,000 square feet of either airport property or tenant developed (not including
any building area, automobile parking area, and fuel storage area) to support aircraft operations.
This area shall accommodate the following:
1. Airplane Design Group I aircraft (wingspans up to 49' feet);
2. Transient aircraft parking for 5 aircraft;
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3. Circulation taxilanes to facilitate access to/from aircraft parking and staging areas;
and
4. Adequate area to simultaneously accommodate transient aircraft operations, towing
of aircraft to/from storage hangars, and staging of based aircraft.
(c) Executive Terminal Building: 7500 square feet with a minimum of 2000 square feet dedicated
to customer service and support functions.
(d) Hangar Space: 7500 square feet with 4500 square feet dedicated to aircraft storage and 3000
square feet dedicated to aircraft maintenance and repair.
(e) Shop: 3,000 square feet of shop space to support aircraft maintenance and repair activities,
including the storage of parts and accessories.
Section 6-3. Hours of operation.
Unless otherwise agreed to in writing by the airport director, a fixed base operator shall provide
aircraft fueling and line services seven (7) days per week, from 8:00 a.m. to 6:00 p.m., and shall
keep the fixed base operation open for aircraft maintenance and repair at least eight (8) hours per
day, five (5) days per week. The fixed base operator shall also be on-call twenty-four (24) hours
per day with after hours response times of one (1) hour or Less.
Section 6-4. Subcontracting services; restrictions.
A fixed base operator may not subcontract any of the activities identified in section 6-1 except for
major aircraft maintenance and repair services and the retail sale of aircraft parts and accessories.
If the activity is not identified in section 6-1, a fixed base operator may subcontract any activities
described in article 7, provided that such subcontractor meets the requirements in article 7 and
operates from the fixed base operator's premises and in such areas as are approved by the
airport director.
Section 6-5. Minimum requirements of FBO services.
(a) Aviation fueling.
1. A fixed base operator shall comply with the National Fire Protection Association's
codes and standards, as amended, FAA Advisory Circular 150/5230-4, as amended, all
requirements of the Rules and Regulations, and all other applicable laws related to
aircraft fuel handling, dispensing and storage.
2. A fixed base operator shall construct (or install) and maintain an on -airport above or
below ground fuel storage facility in a location approved by the airport director. The fuel
storage facility shall have total capacity for three days supply of aviation fuel for aircraft
being serviced by the fixed base operator. In no event shall the total storage capacity be
less than:
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• 10,000 gallons for Jet fuel storage
• 8,000 gallons for Avgas storage; and
A fixed base operator shall demonstrate the capability to expand fuel storage capacity
within a reasonable time period.
3. A fixed base operator shall not construct or modify any fuel storage or distribution
facilities without the written consent of the City and without complying with all City safety
standards. The City may inspect such facilities periodically to ensure compliance with all
standards.
4. A fixed base operator shall provide dispensing equipment sufficient to serve the
needs of the aircraft normally frequenting the airport, including the provision of at least
one Jet fuel refueling vehicles and one Avgas refueling vehicle or a vehicle capable of
providing both products from a single vehicle. Jet fuel refueling vehicles shall have over -
the -wing fueling capabilities and minimum capacity of 2,000 gallons. Avgas refueling
vehicles shall have minimum capacity of 750 gallons. All equipment must be approved
by the airport director and shall meet all City safety standards. The metering devices
shall be annually inspected, checked and certified by appropriate state and local
agencies. The City may inspect such equipment periodically to ensure compliance with
all standards.
5. A fixed base operator shall require all of its fuel -handling personnel to attend training
courses, obtain a fuel handler's permit, and receive periodic refresher training as
required by the Airport Manager and Regional Valley Fire Authority. A fixed base
operator shall develop a standard operating procedure for aviation fueling activities and
provide a current copy of the same to the airport director. The City and FAA may
periodically conduct inspections of the fixed base operator's activities and personnel to
ensure adherence to safe practices.
(b) Aircraft line services.
1. A fixed base operator shall employ and have on -duty during required hours of
operation at least one properly trained and qualified employee capable of providing
aircraft fueling, aircraft parking, and ancillary aircraft ground services and related
customer services and support.
2. A fixed base operator shall have and maintain the equipment that is required to safely
and efficiently move (tow) the aircraft normally frequenting the airport, including a tug
and tow bars with rated draw bar pull sufficient for such aircraft.
3. A fixed base operator shall maintain tools, jacks, tugs, tire repair equipment, ground
power units, emergency starting equipment, portable compressed air tanks, fire
extinguishers, chocks, ropes and tiedown supplies as are necessary for the servicing of
aircraft types expected to use the airport.
(c) Major aircraft maintenance and repair services.
1. A fixed base operator shall provide major airframe, engine and accessory overhaul
repair services for piston, turboprop, and turbine aircraft.
2. Provide sufficient shop space, equipment, supplies and availability of parts equivalent
to that required for certification by the FAA as an approved repair station.
3. Either: (1) employ and have on -duty during
person who is currently certified by the FAA with
performed and holds an airframe, power plant
maintain a current FAR Part 145 Certificate.
(d) Aircraft storage, parking and tiedown.
normal business hours at least one
ratings appropriate to the work being
or aircraft inspector rating; or (2)
1. A fixed base operator shall lease, rent or license aircraft storage, parking and tiedown
facilities to aircraft owners or operators solely for aircraft storage, parking and tiedown
purposes.
2. All transient aircraft customers shall be identified with chalks indicating the fixed base
operator name or abbreviation.
(e) Sale of aircraft parts and accessories.
A fixed base operator shall provide retail sales of aircraft parts and accessories as are
necessary for the servicing of aircraft types expected to use the airport.
Section 6-6. Insurance.
A fixed base operator shall maintain the applicable types and amounts of insurance required by
article 4, except that the operator shall at all times maintain commercial general liability insurance
in the amount of at least $1,000,000 per occurrence, $1,000,000 products -completed operations,
$1,000,000 hangar keepers, and $1,000,000 annual aggregate.
Section 6-7. Aeronautical business permit fee.
(a) Fixed base operators shall pay fees as prescribed by lease, license, permit or agreement. At a
minimum, said lease, license, permit or agreement shall include a monthly land rental payment
commensurate with market rates and the following Aeronautical Business Permit fees:
1. An airport fuel flowage fee, as identified in the airport rates and fees schedule, for fuel
dispensed during the calendar month just ended.
2. At the conclusion of each fiscal year ending June 30, fixed based operators shall
reconcile their records and shall, if the fees payable for services performed pursuant to
Article 7 of the Airport Minimum Operating Standards exceed the amount of fuel flowage
fees paid pursuant to section 6-7(a)(2) during the preceding fiscal year, pay the
difference between the two amounts to the airport on or before July 31 of each year.
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1. A fixed base operator shall provide major airframe, engine and accessory overhaul
repair services for piston, turboprop, and turbine aircraft.
2. Provide sufficient shop space, equipment, supplies and availability of parts equivalent
to that required for certification by the FAA as an approved repair station.
3. Either: (1) employ and have on -duty during
person who is currently certified by the FAA with
performed and holds an airframe, power plant
maintain a current FAR Part 145 Certificate.
(d) Aircraft storage, parking and tiedown.
normal business hours at least one
ratings appropriate to the work being
or aircraft inspector rating; or (2)
1. A fixed base operator shall lease, rent or license aircraft storage, parking and tiedown
facilities to aircraft owners or operators solely for aircraft storage, parking and tiedown
purposes.
2. All transient aircraft customers shall be identified with chalks indicating the fixed base
operator name or abbreviation.
(e) Sale of aircraft parts and accessories.
A fixed base operator shall provide retail sales of aircraft parts and accessories as are
necessary for the servicing of aircraft types expected to use the airport.
Section 6-6. Insurance.
A fixed base operator shall maintain the applicable types and amounts of insurance required by
article 4, except that the operator shall at all times maintain commercial general liability insurance
in the amount of at least $1,000,000 per occurrence, $1,000,000 products -completed operations,
$1,000,000 hangar keepers, and $1,000,000 annual aggregate.
Section 6-7. Aeronautical business permit fee.
(a) Fixed base operators shall pay fees as prescribed by lease, license, permit or agreement. At a
minimum, said lease, license, permit or agreement shall include a monthly land rental payment
commensurate with market rates and the following Aeronautical Business Permit fees:
1. An airport fuel flowage fee, as identified in the airport rates and fees schedule, for fuel
dispensed during the calendar month just ended.
2. At the conclusion of each fiscal year ending June 30, fixed based operators shall
reconcile their records and shall, if the fees payable for services performed pursuant to
Article 7 of the Airport Minimum Operating Standards exceed the amount of fuel flowage
fees paid pursuant to section 6-7(a)(2) during the preceding fiscal year, pay the
difference between the two amounts to the airport on or before July 31 of each year.
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3. Seventy -Five (75) percent of the gross overnight tiedown fees unless the fixed base
operator's apron is considered part of its leasehold.
4. The above -indicated fees are not in lieu of any transaction privilege taxes or other
taxes.
(b) Fixed base operators shall not sublease, permit or allow any other person to operate as a
general aviation specialty service operator within the leased or permitted area, or conduct
any business venture which directly or indirectly relates to aeronautics or flight, without the
prior written approval of the City.
(c) All payments due the City shall be accompanied by forms prescribed by the City's accounting
office or the Airport Supervisor.
ARTICLE 7. GENERAL AVIATION SPECIALTY SERVICES
Section 7-1. Hangar leasing services.
A hangar leasing services operator means a person engaged in the business of leasing, renting or
licensing hangars to aircraft owners or operators solely for aircraft storage purposes. A hangar
leasing services operator may engage in the business of constructing and operating hangars to be
leased. A hangar leasing services operator shall comply with the following minimum standards:
(a) A hangar leasing services operator shall lease sufficient land to accommodate the proposed
number of hangars based on the following.
1. The FAA has established minimum standards for hangars for the storage of aircraft
as follows: 2,500 square feet for jet aircraft, 2,000 square feet for turboprop and twin
engine aircraft, and 1,000 square feet for single engine aircraft and helicopters.
2. Each hangar leasing services operator shall register with the airport director only as
many aircraft to be based at Auburn Municipal airport as can be stored within the
operator's hangar under the FAA guidelines in section 7-1(a)(1). Transient aircraft
storage is prohibited.
(b) The construction plans and specifications for any hangars to be constructed, including
minimum hangar sizes and architectural design plans, are subject to the written approval of the
City.
(c) A hangar leasing services operator leasing, renting or licensing hangars in its operations shall
maintain the types and amounts of insurance required by article 4 for any of its activities which
may be covered by such insurance.
(d) A hangar leasing services operator's hangars shall include at least one(1) indoor restrooms for
each twenty(20) hangar facilities for the use by operator's lessees, and appropriate office and
lounge areas for the operator's employees.
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(e) At a minimum, pay a Aeronautical Business Permit fee as set in the City of Auburn fee
schedule.
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Section 7-2. Aircraft sales services.
An aircraft sales services operator means a person engaged in the sale or brokerage of new
and/or used aircraft and shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) If conducting sales services, maintain an approved Aircraft Dealers Certificate from the State
of Washington.
(c) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(d) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month or a monthly aeronautical business permit fee of
one -hundred dollars ($100.00) for the sale of a single engine piston aircraft and/or single rotor
piston helicopter, two -hundred dollars ($200.00) for the sale of a twin engine piston aircraft and/or
twin rotor piston helicopter, and three -hundred dollars ($300.00) for the sale of a turboprop and
turbine powered aircraft and/or helicopter. These monthly Aeronautical Business Permit fees are
applicable to all aircraft sales.
Section 7-3. Aircraft maintenance and repair services.
An aircraft maintenance and repair services operator means a person providing one or more of
the following services: airframe, engine or accessory overhaul; repair services on aircraft,
including aircraft and helicopters; and sales of aircraft parts and accessories. An aircraft
maintenance and repair services operator shall:
(a) Lease sufficient land to accommodate the proposed operations.
(b) Provide office space, hangar facilities, a paved aircraft parking apron, an adequate number of
paved automobile parking spaces for its customers, a public lounge and waiting room and public
restrooms on its premises.
(c) Provide sufficient shop space, equipment, supplies and availability of parts equivalent to that
required for certification by the FAA as an approved repair station.
(d) Either: (1) employ and have on -duty during normal business hours at least one person who is
currently certified by the FAA with ratings appropriate to the work being performed and who holds
an airframe, power plant, or aircraft inspector rating; or (2) maintain a current FAR Part 145
Certificate.
(e) Not conduct major maintenance, repair operations, or business activities at any time inside
hangars or other structures not designed for such function. Specific lease agreement and/or City
fire codes shall determine what hangars or other structures shall be approved for major
maintenance activities.
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(f) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance, except that the
operator shall at all times maintain commercial general liability insurance in the amount of at least
$1,000,000 per occurrence, $1,000,000 products -completed operations, and $1,000,000 annual
aggregate.
(g) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month. or a monthly Aeronautical Business Permit fee.
Section 7-4. Aircraft leasing or rental services.
An aircraft leasing or rental services operator means a person engaged in the leasing or rental of
aircraft to the public. An aircraft leasing or rental services operator shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) Employ and have on -duty during normal business hours at least one person.
(c) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(d) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month or a monthly Aeronautical Business Permit fee.
Section 7-5. Flight training services.
A flight training services operator means a person engaged in instructing pilots in dual and solo
flight training, in fixed -wing and/or rotary -wing aircraft, and providing such related ground school
instruction as is necessary to take a written examination and flight check ride for the categories of
pilot's licenses and ratings involved. A flight training services operator shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) Provide adequate classroom facilities for the amount and type of training involved.
(c) Employ and have on -duty during normal business hours at least one instructor who is currently
certified by the FAA to provide the type of training offered.
(d) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(e) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month or a monthly Aeronautical Business Permit fee.
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Section 7-6. Specialized aircraft repair services.
A specialized aircraft repair services operator means a person engaged in the business of
repairing aircraft radios, avionics, instruments, propellers, accessories, upholstery, painting and/or
similar aircraft components. A specialized aircraft repair services operator sells new or used parts
and components necessary for such repairs. A specialized aircraft repair services operator shall:
(a) Lease sufficient land to accommodate the proposed operations.
(b) Provide hangar facilities, a paved aircraft parking apron, an adequate number of paved
automobile parking spaces for its customers, a public lounge and waiting room and public
restrooms on its premises.
(c) Employ and have on -duty during normal business at least one person who is currently certified
by the FAA with ratings appropriate to the services offered.
(d) Not conduct maintenance or repair operations or business activities at any time inside hangars
or other structures not designed for such functions. Specific lease agreements and/or City fire
codes shall determine what hangars or other structures shall be approved for major maintenance
activities.
(e) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance, except that the
operator shall at all times maintain commercial general liability insurance in the amount of at least
$1,000,000 per occurrence, $1,000,000 products -completed operations, and $1,000,000 annual
aggregate.
(f) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month or a monthly Aeronautical Business Permit fee.
Section 7-7. Aircraft charter services.
An aircraft charter services operator means a person engaged in the business of providing air
transportation of persons or property to the general public for hire, either on a charter basis or as
defined by the FAA under Part 135. Aircraft charter services may include the performance of
aircraft management services as defined in these Minimum Operating Standards, as long as all
requirements of such services are met. An aircraft charter services operator shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) Employ and have on -duty during normal business hours at least one person who holds current
FAA commercial pilot and medical certificates and ratings appropriate for the operator's flight
activities. All flight crews shall be properly rated for the aircraft operated, and the operator shall
provide reasonable assurance of the continued availability of qualified operating crews.
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(c) Own or lease exclusively by written agreement aircraft currently certified and continuously
airworthy. All aircraft shall meet the requirements of the FAA certificate held by the aircraft charter
service operator.
(d) Have and provide the City with, a current FAR Part 135 Certificate or provisional FAR Part 135
Certificate, as well as the aircraft identification page from the operating specifications listing all
aircraft on the certificate.
(e) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(f) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental commensurate with market rates, shall pay a monthly
Aeronautical Business Permit fee of one or more of the following:
1. A monthly permit fee of one -hundred dollars ($100.00) for the operation of one or
more piston -engine aircraft less than 12,500 pounds certificated maximum takeoff
weight; and
2. A monthly permit fee of one -hundred and fifty dollars ($150.00) for the operation of
each turbine/jet aircraft less than 12,500 pounds certificated maximum takeoff weight.
Section 7-8. Specialized commercial flying services.
A specialized commercial flying services operator means a person engaged in air transportation
for hire for any of the following purposes: nonstop sightseeing flights that begin and end at the
airport, aerial photography or survey, powerline or pipeline patrol, firefighting or fire patrol,
airborne mineral exploration, or any other operations specifically excluded from FAR Part 135. A
specialized commercial flying services operator shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) Employ and have on -duty during normal business hours at least one person who holds current
commercial pilot and medical certificates with appropriate ratings for the aircraft to be flown.
(c) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(d) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay the
greater of twenty-five dollars ($25.00) per month or a monthly Aeronautical Business Permit fee.
Section 7-9. Aircraft management services.
An aircraft management services operator means a person performing one or more of the
following services in the management of another person's aircraft: pilot staffing, records
management, and other aircraft -related services not including services detailed in any other
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sections contained herein. Aircraft management also encompasses the exercise of the privilege of
FAR Part 91.501 on behalf of the owner. Aircraft management does not include the control of or
operation of aircraft under FAR Part 135. An aircraft management services operator shall:
(a) Lease from a bona fide airport tenant or the City a minimum of 100 square feet of office space.
(b) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(c) Pay fees as prescribed by lease, license, permit or agreement. At a minimum an operator, in
addition to paying a monthly land rental payment commensurate with market rates, shall pay a
monthly Aeronautical Business Permit fee of one or more of the following:
1. A monthly permit fee of one -hundred dollars ($100.00) for the management of one or
more piston -engine aircraft less than 12,500 pounds certificated maximum takeoff
weight; and
2. A monthly permit fee of one -hundred and fifty dollars ($150.00) for the management
of each turbine/jet aircraft less than 12,500 pounds certificated maximum takeoff weight.
Section 7-10. Mobile aircraft washing services.
Mobile aircraft washing services operators engage in the cleaning, detailing and/or washing of
aircraft either for the general public or for individual businesses. Aircraft washing is restricted to
designated wash rack/pad areas and/or other areas permitted under an Approved Washing Plan
(AWP) and shall be performed in accordance with Section 2-11 of the Airport Rules and
Regulations. Operators providing mobile aircraft washing services shall meet the following
standards:
(a) Submit and receive approval of an aircraft washing plan that contains the following information:
1. Name of individual/company conducting washing services, contact name and phone
number.
2. A detailed description of washing method/operation, including the following details:
a) Wash water containment method(s), (ramp scrubber, berms, tarps, containment
boom, dry, etc.),
b) An estimate of the amount of water used per wash and frequency of operation,
c) Name and amount of chemical(s) used per wash, And
d) If "dry" washing or waxing/coating operations are conducted, provide affirmation
that tarps, vacuum system and/or sweeping will be used to collect residual material
for its proper disposal and to protect the ramp (if applicable). Operators must
properly dispose of "dry" wash materials and/or residual waste.
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e) Material Safety Data Sheets (MSDS) for all chemicals to be used.
3. If washing is conducted outside of designated wash rack/pad, indicate the method of
disposal of retrieved wash/waste water. If water is to be disposed of on airport property
the following steps shall be taken:
a) Disposal of wash/waste water shall be done through an oil/water interceptor into
the sanitary sewer system. At no time is wash/waste water to be disposed of in
storm water drainage or dirt/grass areas.
b) Approval for the discharge of wash/waste water on airport property shall be
obtained from the Airport Supervisor. An approval letter shall be included in the
AWP, and be accessible on -demand each time disposal is conducted on airport
property.
(b) A copy of the AWP shall be on wash site at all times while aircraft washing activities are
performed, and shall be accessible to the airport director on -demand.
(c) The aircraft washing services operator shall maintain a complete list of
individuals/companies contracting for washing services and all aircraft washed during each
month, including the date that service was provided, aircraft owner (if available), FAA
registration number, and make and model of aircraft for a period of six (6) months. The list
shall be made available to the Airport Manager upon request.
(d) A mobile aircraft washing services operator shall at all times maintain in effect the types
and minimum amounts of insurance, and contain provisions cited herein for any of its
activities at the airport that may be covered by such insurance specified in section 4.
(e) The operator shall pay fees as prescribed by lease, License, permit or agreement. At a
minimum an operator shall pay the greater of twenty-five dollars ($25.00) per month or a
monthly Aeronautical Business Permit fee.
Section 7-11. Mobile aircraft maintenance and repair services.
A mobile aircraft maintenance and repair services operator means a person providing one or more
of the following services at the aircraft based location or within a designated aircraft maintenance
areas on the airport: airframe, engine or accessory overhaul; repair services on aircraft; and sales
of aircraft parts and accessories. A mobile aircraft maintenance and repair services operator shall:
(a) Either: (1) employ at least one person who is currently certified by the FAA with ratings
appropriate to the work being performed and who holds an airframe, power plant, or aircraft
inspector rating; or (2) maintain a current FAR Part 145 Certificate.
(b) Only conduct aircraft maintenance and repair services on piston aircraft weighing less than
12,500 pounds certificated maximum takeoff weight.
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(c) Not conduct major aircraft alterations or repairs or business activities at any time inside
hangars or other structures not designed for such function. Specific lease agreement and/or City
fire codes shall determine what hangars or other structures shall be approved for major aircraft
alterations or repairs.
(d) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport that may be covered by such insurance.
(e) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator
shall pay the greater of twenty-five dollars ($25.00) per month or a monthly Aeronautical Business
Permit fee.
Section 7-12. On -Airport rental car concession services.
An on -airport rental car concession services operator means a person providing rental car
services at the airport. An on -airport rental car concession services operator shall:
(a) Lease from the City a minimum of 100 square feet of office space at the airport.
(b) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport that may be covered by such insurance.
(c) Employ and have on duty at the airport at least one person during normal business hours.
(d) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator
located on airport shall pay the greater of Five Hundred dollars ($500.00) per month or a monthly
aeronautical business permit fee of five (5) percent of gross income from the operator's sales of all
services. Automobiles are considered rented at Auburn Municipal Airport (and, therefore included
in gross income) if:
1. The automobile is delivered to the customer at the airport; or
2. The rental agreement is entered into at the airport even though the automobile is
delivered elsewhere; or
3. The automobile was reserved in advance at the airport.
4. A vehicle rented at the airport is exchanged for another vehicle at any location within
twenty-five (25) miles of the Auburn Municipal Airport for a time period running
consecutively with the original rental agreement.
Section 7-13. Off -Airport rental car concession services (Reserved).
Section 7-14. Off -Airport catering services.
An off -airport catering services operator means a person providing catering services at the airport,
and whose primary offices are located off -airport. An off -airport catering services operator shall:
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ADDENDUM TO THE LEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND SPANAFLIGHT LLC
RELATING TO ARTICLE 10 UTILITIES
THIS ADDENDUM is made and entered into this n4z,1-- day of July ,
2016, by and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "City"), and SpanaF7ight LLC (hereinafter referred
to as "Lessee"), as an addendum to the Lease Agreement between the parties for space located
on the Auburn Municipal Airport commencing on the ls` day of
Julv . 2016.
WITNESSETH:
WHEREAS, The City and SpanaFlight LLC entered into a Lease Agreement for building
space and two (2) airplane tie -downs, on June 22, 2016 approved under Resolution 5232; and
WHEREAS, The Lease Agreement commenced on July 1, 2016; and
WHEREAS, Article 10 "Utilities" states per Paragraph 10.1 that Lessee shall be
responsible for establishing and maintaining direct accounts with the City of Auburn and any
other public or private providers of utilities used or charged against the premises; and
WHEREAS, Power to the Premises is provided by Puget Sound Energy ("PSE"); and
WHEREAS, The power supplying the Premises leased by Lessee also supplies the power
for other areas of the airport, not included as part of SpanaFlight LLC's Premises; and
WHEREAS, Airport management has plans to separate the power supplying that portion
of the airport that is part of Lessees Premises, whereby establishing Lessees Premises with its
own separate power meter, supplying solely that portion of the Airport that is Lessees Premises.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises,
the PARTIES HERETO HEREBY AGREE as follows:
Upon execution of this Addendum and until such time that the power that supplies
Lessees Premises can be separated and have its own separate service and service meter, Lessor
and Lessee agree to as follows:
• The City shall hold the utility account for power in the City's name and pay all utility
charges associated with that account. The City shall then bill Lessee through their
accounts receivable for any utility charge associated with the account for any charges
incurred July 1, 2016 or later that is in excess of the Fifty ($50) dollars, which the Lessee
agrees to pay. Payments by Lessee to the City in excess of 14 days past due for this
account shall be subject to a penalty of 15% or $15.00, whichever is greater. Utility
payments due to the City in excess of 60 days past due shall be deemed breach of
contract upon written notice and at the discretion of the City.
First Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 1
This addendum shall supersede Article 10.1 of the original Lease that pertains only to the power
utility account.
ALL OTHER TERMS AND CONDITIONS AGREED TO IN THE LEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND SPANAFLIGHT LLC IN LEASE AGREEMENT
DATED JUNE 22, 2016 AND COMMENCING ON JULY 1, 2016 SHALL REMAIN THE
SAME.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
[Signatures on the following pages]
First Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 2
Dated and Signed this A5 of June, 2016.
SpanaFlight, LLC:
:ZZZ-
Douglas Mil /CEO
STATE OF WASHINGTON )
) ss.
Countyof
The undersigned Notary Public hereby certifies: That on this Xnday of S
20 \ to ; personally appeared before me (name),
(title), and
(name), — (title), to me (mown to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
First Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 3
;� GpMPBF�� H��4
-
–Notary Public in and for the State of Washington,
!-'. FXPp q,1 i�
�4�RY u
Residing at
3?_ y
O
My commission expires
Pue� tip= 2
First Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 3
Dated and Signed this
CITY OF AUBURN:
ANC CKUS,ayoM r
V.
APPROVED AS TO FORM:
::D'-
Heid, City Attorney
STATE OF WASHINGTON )
) ss.
County of \i=^g: )
day of June, 2016.
The undersigned Notary Public hereby certifies: That on this _-�zJ{=day of —
20��, personally appeared before me 4��*\ vim, , ti (name),
(title), and
(name), (title), to me known to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of QL
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
=// Notary Public in and for the State of Washington,
.fr'_-�'� uti,. �", /z Residing at
y0 My commission expires IN/ Oc-�� ��DJ
�• v'Oi i
zN��'g rooms 1?:
First Amendmen(k}1�.C4rgj A*el' between City of Auburn and Spanalilight LLC
Original Lease underLkkh*vX0hr232 Page 4
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Section 7-15. Charter Brokerage Services.
A charter brokerage services operator means a person brokering another person's aircraft for use
in charter operation or filling seats in an aircraft for purposes of charter operation. Charter
brokerage service does not include the control or operation of aircraft under FAR Part 135. A
charter brokerage services operator shall:
(a) At all times maintain in effect the types and minimum amounts of insurance specified in article
4, for any of its activities at the airport which may be covered by such insurance.
(b) Pay fees as prescribed by lease, license, permit or agreement. At a minimum, an operator
shall pay a monthly aeronautical business permit fee of $1.00/1,000 lbs maximum certificated
takeoff weight of all aircraft arriving or departing the airport in conjunction with this service.
A;.�x
2nd ADDENDUM TO THE LEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND SPANAFLIGHT LLC
THIS ADDENDUM is made and entered into this a6'Yl day of�i J ,
2016, by and between the CITY OF AUBURN, a municipal corporation of the State of
Washington (hereinafter referred to as the "City"), and SpanaFlight LLC (hereinafter referred
to as "Lessee"), as an addendum to the Lease Agreement between the parties for space located
on the Auburn Municipal Airport commencing on the 1st day of July_, 2016.
WITNESSETH:
WHEREAS, The City and SpanaFlight LLC entered into a Lease Agreement for building
space and two (2) airplane tie -downs, on June 22, 2016 approved under Resolution 5232; and
WHEREAS, The Lease Agreement commenced on July 1, 2016; and
WHEREAS, Per Section 2.2 SpanaFlight LLC was to notify the City as to its intentions
to negotiate for an extension of their Lease at terms acceptable to both the City and SpanaFlight
LLC by November 1, 2016; and
WHEREAS, No notification was received by the City from SpanaFlight as to their
intentions to enter into negotiations for an extension of their lease or vacate the premises by the
end of their current term, 12/31/2016; and
WHEREAS, In a certified letter dated November 1, 2016 titled "Notification of intentions
per Section 2.2 of your lease with the City of Auburn" the City notified SpanaFlight LLC of their
obligations per the lease and requested a written response from SpanaFlight LLC as to their
intentions, by November 15, 2016 and that if no written notification was received the City would
take this to mean that SpanaFlight LLC did not wish to enter into negotiations to extend their
lease and would therefore vacate the premises by the end of their current term, 12/31/2016; and
WHEREAS, The City did not receive any form of written notification from SpanaFlight
LLC by the November 15, 2016 date; and
WHEREAS, The City sent a second certified letter to SpanaFlight LLC dated November
16, 2016 titled "Failure to Receive Required Notification" informing SpanaFlight LLC that
because the City had not received any form of written notification regarding SpanaFlight LLC's
intentions of entering into negotiations for a lease extension that the City would expect
SpanaFlight to turn over possession of the premises back to the City free of all trash, debris, and
belongings along with all building and airport security keys and cards on or before December 31,
2016; and
WHEREAS, On November 22, 2016 at 7:51 AM, SpanaFlight LLC owner, Douglas J.
Miller sent an email along with an attachment to City of Auburn Real Property Analyst, Josh
Second Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 1
Arndt, informing the City that SpanaFlight LLC did in fact wish to enter into negotiations for an
extension of their lease; and
WHEREAS, City staff determined that while SpanaFlight LLC did not meet the timelines
set forth in Section 2.2 of their lease or that of the certified letter dated November 1, 2016 it
would still be in the Public's best interest for the City to enter into negotiations for the extension
of the lease agreement between the City and SpanaFlight LLC at terms that are acceptable to
both parties,
NOW THEREFORE in consideration of their mutual covenants, conditions and promises,
the PARTIES HERETO HEREBY AGREE as follows:
1. This Lease shall be extended beginning January 1, 2017 through December 31, 2017. All
other terms and conditions set forth in Section 2.1 shall apply.
2. Section 2.2 shall be amended to read: No later than October 1, 2017 Lessee must provide
to Lessor in writing, and sent via certified mail, of its desire to extend the Lease term by
an additional 12 months. Lessor shall have thirty (30) days from receipt of such notice to
respond in writing to Lessee agreeing to or declining of the extension. A 3% increase to
the Base Rent shall be applied to any such extension. If Lessee fails to provide written
notice sent via certified mail, or provides written notice that Lessee does not desire to
extend the Lease, or Lessor provides written response to Lessee of its desire not to extend
the Lease, Lessee agrees to vacate the premises peacefully by the end of the current term.
If Lessor or Lessee elects not to extend an additional term then Lessor shall have the right
to market the Premises to future prospective tenants beginning sixty (60) days prior to the
end of the current term. Marketing of the Premises shall include, but not be limited to:
posting of signs on the Premises or its improvements, photographs and tours of the
Premises and its improvements. Entering upon the Premises for the purpose of tours shall
be conducted in accordance with Article 13.
3. Section 3.1 shall be amended to read: For Lease Payments due January through June
2017, Lessee agrees to pay to the City of Auburn a Base Rent of $725.00 per month. For
Lease payments due July through December 2017, Lessee agrees to pay to the City of
Auburn a Base Rent of $880.00 per month. Included as part of the Base Rent is the
Premises as defined in Section 1.1 as well as the applicable Security Fees. In addition to
the Base Rent, Lessee shall pay a statutory leasehold excise tax of 12.84% of the monthly
base rent imposed by RCW Chapter 82.29. The base rent plus leasehold tax (together
"Rent") shall equal $818.09 per month January through June and $992.99 per month July
through December. Rent shall be paid in full at the office of the Airport Manager or at
such other office as may be directed in writing by the City, on the 1St calendar day of the
month in advance. Rent shall be paid without notice, demand, offset, abatement or
deduction of any kind. If commencing or extending on a date other than the first (1St) day
of the month then the Rent shall be prorated on a per diem basis and paid in full through
the end of the current month upon commencement of the Lease.
Second Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 2
4. The 1" addendum to the Lease, which addendum was entered into on July 20, 2016
relating to Article 10 — Utilities, shall be stricken and the original terms of the Lease set
forth in Article 10 — Utilities entered into on June 22, 2016 and commencing on July 1,
2016 shall be reinstated.
This addendum shall take effect January 1, 2017 at which time the above shall amend and
supersede the above referenced sections of the original Lease which commenced on July 1, 2016.
ALL OTHER TERMS AND CONDITIONS AGREED TO IN THE LEASE AGREEMENT
BETWEEN THE CITY OF AUBURN AND SPANAFLIGHT LLC IN LEASE AGREEMENT
DATED JUNE 22, 2016 AND COMMENCING ON JULY 1, 2016 SHALL REMAIN THE
SAME.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
[Signatures on the following pages]
Second Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 3
Dated and Signed this I R day of Dec �e , 2016.
SpanaFlight, LLC:
Douglas Miller, Ownt—,�
STATE OF WASHINGTON )
ss.
County of
The undersigned Notary Public hereby certifies: That on this 19tl`day of
20 , personally appeared before me L76mcS D,)uclae, Mi f e t l (name),
b (J�) ri ene�,- (title), and "
(name), (title), to me known to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
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Notary Public in and for the State of Washington,
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Second Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 4
Dated and Signed this o?61-� day of , 2016.
CITY OF AUBURN:
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P!:
STATE OF WASHINGTON )
ss.
County of 4-yp )
The undersigned Notary Public hereby certifies: That on this -)J day of ,
20LL, personally appeared before me N fl1d C y 6 4CIZ.14 (name),
/" JA ypZ Qr f' �'� �'�G� (title), and
(name), (title), to me known to be the individual(s)
described in and who executed the within instrument, and acknowledged that he/she/they signed
and sealed the same as his/here/their free and voluntary act and deed, for the purposes and uses
therein mentioned, and on oath stated that he/she/they was/were duly authorized to execute said
document on behalf of d / rY G F 4-4( 4fcc le�
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above writ""""111tt
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Notary Public in and for the State of Washington,
Residing at 6-,1 (4Aid' �J
My commission expires
Second Amendment to Lease Agreement between City of Auburn and SpanaFlight LLC
Original Lease under Resolution 5232 Page 5