HomeMy WebLinkAboutAirport Lease Agreement Between COA and Skyline Leasing, LLC AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND
SKYLINE LEASING, LLC
THIS LEASE AGREEMENT (the "Lease"), is entered into by the City of Auburn, a
Washington municipal corporation (the "Lessor" or "City") and Skyline Leasing, a Washington
Limited Liability Company (the "Lessee").
RECITALS:
1. The City owns and operates The Auburn Municipal Airport which has space available for lease;
and
2. Skyline Leasing, LLC wishes to enter into a lease for space located on airport property for the
purpose of flight training, aircraft rentals and aircraft sales; and
3. The City of Auburn is authorized by RCW 35A.11.010 to lease city-owned property to Skyline
Leasing, LLC for the common benefit; and
4. City Council gave the Mayor the authority to execute a formal Lease Agreement in substantial
conformity with the Term Sheet attached to Resolution 5480,
NOW, THEREFORE, in consideration of their mutual promises set out in this Lease, Skyline
Leasing, LLC and The City of Auburn agree as follows: •
ARTICLE 1: PREMISES LEASED
1.1) For and in consideration of the rent and performance by Lessee of the terms and conditions
and the mutual covenants in this Lease,Lessor agrees to lease to Lessee,and Lessee agrees to lease
from Lessor, the 158(+/-) square feet depicted in Exhibit A, which space is located within the
Airport Administration building located at 2143 E Street NE, Suite 1, Auburn, WA 98002. The
Premises is located in the City of Auburn, King County Washington, at the Auburn Municipal
Airport(the "Airport").
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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 4 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) Common Areas - Certain areas totaling 707 square feet located within the Airport
Administration building are defined as"Common Areas"and are depicted in Exhibit A,these areas
include: the front lobby (190 sqft), corridors (242 sqft), public restrooms (146 sqft), storage closet
(41 sqft), kitchen area (77 sqft) and coat closet (11 sqft). Charges for Common Area usage and
maintenance will be assessed in accordance with Section 3.1 below. Maintenance items included
for the common areas shall include but not be limited to: Maintenance of common areas including
paint, carpet, wall repair, ceilings, light fixtures, bulb replacement, bathroom supplies and
toiletries, kitchen area maintenance and janitorial services of the common areas.
1.4) Classroom —The class room shown on Exhibit A is not included as part of the exclusive
or non-exclusive use of the Lessee and therefore Lessee does not have the right of access or use as
part of this Lease. However, Lessee will have the option to arrange for and purchase use of the
classroom at a rate of $25.00 per hour, which Lessee must purchase in advance through
Airport staff in one (1) hour increments. Lessor and Lessee shall cooperate to determine
availability and scheduling of Lessee's classroom use. which use shall be during hours of 7:00am
and 5:00pm.
ARTICLE 2: TERM
2.1) The term of this Lease shall be month-to-month beginning January 1, 2020 (the
"Commencement Date"), and terminating the last day of the calendar month following delivery of
a 30 day written notice pursuant to paragraph 2.2 below (the "Term"). If Lessor, for any reason
whatsoever, cannot deliver possession of the Premises to Lessee on the Commencement Date,
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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.
2.2) Termination—Either Party may elect to terminate this Lease by providing the other Party
with 30 days prior written notice of its election to terminate this Lease. Notice must be delivered
in accordance with Article 12 below. Lessee agrees to return the Premises in substantially the same
condition as it was upon Lease Commencement.
ARTICLE 3: RENT AND LEASEHOLD TAX
3.1) Lessee agrees to pay to the City of Auburn a base rent of$500.00 per month. The base rent
is inclusive of all common area maintenance and usage fees, utility charges and security fees. In
addition to the base rent, Lessee agrees 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")at the time of commencement is$564.20 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 will be pro-rated on a per diem basis and paid in full through the end of the
current month upon commencement of the Lease. Lessor in its sole discretion reserves the right to
adjust the base rent as it deems necessary by providing Lessee with no less than 30 days advanced
written notice which will be delivered to Lessee in accordance with Article 12.
3.2) Late Charges - Lessee 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.
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.
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ARTICLE 4: PERMISSIBLE USES
Lessee shall use the Premises for conducting commercial aeronautical uses only. As may be
amended from time to time, all commercial based Operations are subject to the Airport Rules and
Regulations attached and hereby incorporated for reference as Exhibit B, Auburn Municipal
Airport's Minimum Operating Standards attached and hereby incorporated as Exhibit C and all
other items identified in Auburn City Code 12.56. FBO services may include some or all of the
following:
• Aircraft Sales
• Aircraft Leasing or Rental Services
• Flight Training 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 of this Lease.
ARTICLE 5: INTENTIONALLY LEFT BANK
ARTICLE 6: MAINTENANCE
6.1) Lessor's Responsibilities - Lessor shall be responsible for repair and maintenance of the
following: the exterior of the Airport Administration building including: Exterior walls, roof,
gutters, downspouts, foundation,HVAC system, exterior doors and windows. Lessor shall also be
responsible for repair and maintenance of the surrounding sidewalks, landscaping and the parking
lot as well as the interior common areas as defined in Section 1.5 and depicted in Exhibit A and
all wiring, plumbing and bath fixtures located in or on Lessees Premises within the Airport
Administration building at Lessors 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 of such repairs.
6.2) Lessee's Responsibilities — Lessee shall be responsible for repair, maintenance and
janitorial services to their Premises located within Airport Administration building, including:
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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, by shall not be required to commence or complete the
repairs and Lessee shall pay the costs of such repairs to Lessor on demand. Lessee will keep their
Premises free of undo waste and debris and in a clean and sanitary condition at all times.
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
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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.
7.2) Lessee has inspected the Premises and accepts it in its present "As-Is" 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 7 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, 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 $2,000,000 annual aggregate. Such insurance shall contain contractual liability
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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 $1,000,000 per occurrence limits
of liability for bodily injury and property damage.
(III) Special Causes of Loss Property Form covering all improvements and fixtures on the
commercial airport operator's premises in an amount no less than the full 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 Industrial Insurance laws of the State
of Washington.
(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 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.
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.
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8.3) All insurance shall be placed with insurers with a current A.M. Best rating of not less than
A:VII. 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 certificate of insurances evidencing the required
coverage in this Lease 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.
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 willful
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
Neither this Lease nor any interest in this Lease therein may be assigned, mortgaged, transferred
or encumbered, nor shall all or any part of the Premises be sublet (each of which, a "Transfer")
without Lessor's prior written consent, which shall not be unreasonably withheld. If Lessee is a
corporation,partnership, limited liability company,or any other entity,any transfer of a controlling
ownership or voting interest in such entity or any transfer or attempted transfer of this Lease by
merger, consolidation or liquidation shall be deemed a Transfer requiring Lessor's consent.
Transfers include, without limitation, one or more sales or transfers, by operation of law or
otherwise, or creation of new stock, by which an aggregate of more than fifty percent (50%) of
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Lessee's stock, or partnership or membership interests, as applicable, shall be vested in a party or
parties who are non-stockholders or non-partners or non-members, as applicable, as of the date
hereof (provided that the foregoing shall not apply if Lessee's stock is listed on a recognized
national stock exchange or is traded over-the-counter). Any assignee or subtenant shall assume all
of Lessee's obligations under this Lease and shall be jointly and severally liable with Lessee.
Consent of the Lessor to any Transfer shall not operate as a waiver of the necessity for consent to
any subsequent Transfer. In connection with each request for consent to a Transfer, Lessee shall
pay to Lessor an amount equal to the"Transfer Fee"of the then current City fee schedule. If Lessor
consents to any proposed Transfer, Lessee may enter into the same, but only upon the specific
terms and conditions set forth in Lessee's Request for Consent; any such Transfer shall be subject
to,and in full compliance with, all of the terms and provisions of this Lease; the consent by Lessor
to any Transfer shall not relieve Lessee of any obligation under this Lease; Lessor may require the
Lessee and the Transferee to execute a Lessor's consent form; and no Transfer shall be binding on
Lessor unless Lessee and the Transferee deliver to Lessor a fully-executed counterpart of the
document effecting the Transfer. If Lessor consents to a proposed assignment or sublease then
Lessor may require Lessee to pay to Lessor a sum equal to fifty percent (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) With the exception of Internet& Communications Services all utilities associated with the
Premises are included as part of Lessee's Base Rent. Those utilities include but are not limited to
Power, Water, Sewer, Storm and Garbage service.
10.2) Internet& Communication Services—Lessee is responsible at its sole cost and expense for
establishing and maintaining its own internet and communication services to furnish its Premises.
Lessee agrees to ensure that its internet and communication services do not in any way interfere
with Lessor's service or the publicly accessible internet broad band service. If Lessor provides
notice to Lessee that Lessee's internet communication service is causing interference with Lessors
service,the public service,or any other Airport transmittal system,Lessee agrees to take corrective
action within 24 hours of notification. If Lessee does not take corrective action within 48 hours of
notification, Lessor may take corrective action at Lessees full cost and expense, including the cost
of bringing in any professional(s)deemed necessary by Lessor,plus an additional 10%of the sum
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total for administrative purposes. Lessor agrees to provide reasonable access to Lessee or Lessees
agents to those areas necessary in housing such internet and communications systems.
10.3) 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 assignment 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
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The party acquiring Lessee's interest in the Lease shall be entitled to rely conclusively upon such
written statement.
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 in this Lease). 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: City of Auburn
Attn: Josh Arndt
25 West Main St.
Auburn, WA 98001
Jarndt@auburnwa.gov
and
City of Auburn
Attn: Airport Manager
2143 E St NE Suite 1
Auburn, WA 98002
Tmensonides@auburnwa.gov
To Lessee: Rinko Yanagawa& Ichiro Seshima
2143 E Street NE
Auburn, WA 98002
Rinko—206.354.3785 /Ichiro—425.269.6229
Rinkoy1125@hotmail.com
Flyr22@hotmail.com
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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 permitted 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 in this Lease, 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. 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.
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
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discretion may deem advisable. To the fullest extent permitted by law, the proceeds of any re-
letting shall be applied: first, to pay Lessor all costs and expenses of such re-letting (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 harmless 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 perform 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
award"of the amount referred to in paragraph(III)above is computed by discounting such amount
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at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one
percent (1%).
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 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 later 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
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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 contained in this Lease 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 in this Lease shall be subject to whatever right the United
States Government 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
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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 in this Lease. 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, religion, gender expression, age, national origin, disability, marital status,
sexual orientation or military status 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, religion, gender expression, age, national origin,
disability, marital status, sexual orientation or military status 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.
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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 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, firm, or corporation to
render accommodations and/or services to the public on the Premises 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,
color, sex, religion, gender expression, age, national origin, disability, marital status, sexual
orientation or military status may 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
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reasonable attorney's fee and to be reimbursed for such costs and expenses as may have been
incurred by such prevailing party.
ARTICLE 19: MISCELLANEOUS
19.1 Signage — Lessee is not granted the right under this Lease to install any signage to the
interior or exterior of the Airport Administration building unless otherwise agreed to in a separate
addendum which may be subject to additional consideration. If Lessee so desires, Lessee shall
work in good faith with Airport Administration staff to establish a location, quantity, size, style
and placement of Lessee owned signage in an area that is representative of Lessee's premises. All
costs and expenses borne of signage creation, installation and/or repair will be the sole
responsibility of Lessee. 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 Taxi lane 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
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limitation those relating to environmental matters, and regulations set forth by the Environmental
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
permit 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.
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 contained in this Lease
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, condition contained in this
Lease.
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
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Resolution No. 5480 Page 19
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) Lessee will be granted two keys each for the exterior entrance door and to the Lessee's
Premises. If Lessee desires additional keys Lessee may duplicate the provided keys to Lessee's
Premises only and at Lessee's sole expense. Lessee may change the lock to the door providing
access into Lessee's Premises at Lessee's sole expense. If Lessee elects to change the lock to
Lessee's Premises, Lessee will provide a copy of the new key to Lessor at no charge to Lessor.
19.11) 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 termination or expiration of 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.
19.12) 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.
19.13) 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.
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Resolution No. 5480 Page 20
Dated and Signed this day of December, 2019.
Skyline Leasing, LLC:
Rinko Yanagawa, Title:
STATE OF WASHINGTON )
) ss.
County of gl✓l _ )
( The undersigned Notary Public here y certifie : That on thi " day of �_�() ,
20 L ,personally appeared before me � KO C��r t �;i (name),
(title),to me known the the individual(s)described in
and who executed the within instrument, and acknowledged that he/she signed and sealed the same
as his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on
oa stated thhe/she-wasduly authorized to execute said document on behalf of
� ►
toe � clA,0 (-LC—
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
N/1.-
otar ublic in nd for the State of Washington,
TANYAResiding at /714 Uig My commission expires h
Notary
Public 97,62D cq..
f State of Washington
Commission# 145121
! My Comm. Expires Sep 20, 2023 .
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Resolution No. 5480 Page 21
Dated and Signed this tc, day of December, 2019.
CITY OF AUBURN:
A4A4 -3
ANCY BACKU , Mayor
Appro4 d as 0form:
Ci Attorney: Steven L. Gross
STATE OF WASHINGTON
) ss.
County of
The undersigned Notary Public hereby certifies: That on this day of bpL-eaov yv',
20 ` ,personally appeared before me .Nan't -VabYna-5 (name),
f`O�LCe 1►Ye cAOr (title),to me known to be the individual(s)described in
and who executed the within instrument, and acknowledged that he/she signed and sealed the same
as his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on
oath stated that he/she was 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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sitI �CC.�'�J'�-`c�.
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_��,�ssioy"",#��4 4 Notary Public in and for the State of Washington,
°o �,or4�`+ gtr, Residing at 1 1f o Ccs�....ryk A
�+ % ?03917 co r % My commission expires 22
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Skyline Leasing/COA Lease
Lease ID 20-002
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EXHIBIT F
AIRPORT FUTURE DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF AUBURN AND NORMANY AIRCRAFT
THIS AGREEMENT is entered into by the City of Auburn ("CITY") and Normandy
Aircraft("NORMANDY") and is intended to be a companion and mutually executed instrument
to the standard lease agreement for business use and occupancy("Lease")at the Auburn Municipal
Airport between the CITY and NORMANDY.
WHEREAS,NORMANDY is a current business engaged in aircraft maintenance, aircraft
restoration, part 91, 135 & 141 services, annual and conditional inspections and pre-buy
inspections that operates out of Norman Grier Field; and,
WHEREAS,on October 21,2019,the Auburn City Council approved Resolution No.5458
authorizing the Mayor to negotiate and execute a formal lease agreement that substantially meets
the terms contained within the term sheet attached to the Resolution; and,
WHEREAS,the Auburn City Council's approval of Resolution No. 5458 was premised on
the execution of a companion agreement to the lease agreement addressing NORMANDY's intent
to develop permanent business facilities for its operation at the Auburn Municipal Airport; and,
WHEREAS,this Agreement upon mutual execution will require NORMANDY to perform
certain tasks within given time periods for the design, finance, construction and/or occupancy of
permanent office and hangar space at the Auburn Municipal Airport; and
NOW THEREFORE, IT IS HEREBY AGREED by the parties as follows:
NORMANDY shall proceed and in good faith work with Airport Management and other
City staff towards the financing, design, construction and occupancy of permanent office and
hangar space at the Auburn Municipal Airport in full accordance with the following performance
measures and timelines:
SECTION I
Performance Measures and Timeframes
Performance Measure No.1:Prepare and submit by September 1,2022,a pre-application
conference application to the CITY for the development of permanent office and hangar space at
the Auburn Municipal Airport.
Performance Measure No. 2: Prepare and submit to the CITY by December 1, 2022 a
Letter of Development Intent with the site development location, square footage,size of building,
number of building stories and associated site development features (i.e. parking spaces,
landscaping, etc.,signage)and services to be provided.
Performance Measure No.3: Prepare and submit to the CITY by January 1,2023, a pro-
forma document addressing in substantive detail all development costs for the design,permitting,
construction, and occupancy of permanent office and hangar space at the Auburn Municipal
Airport.
Performance Measure No.4: Prepare and submit to the CITY by March 1, 2023 written
and verifiable evidence of financing from an accredited financial institution for the design,
permitting, and construction of a permanent office and hangar space at the Auburn Municipal
Airport that is consistent with the project descriptions provided in Performance Measures 2 and 3.
Performance Measure No. 5: By April 1, 2023, SEPA and Land Use applications must
be submitted to the CITY and within 30 days of expiration of the appeal period for the SEPA
approval,submit all building and civil designs to the CITY.This performance measure will require
Normandy to submit by April 1,2023, all required written studies,supporting documentation,and
plans prepared by licensed professionals in the State of Washington, as required by the
applications.
Performance Measure No. 6: Participate in good faith in all required review activities
required for submitted building,land use,environmental and civil applications and respond within
a maximum of six(6)weeks to CITY issued written comments. CITY will also respond within six
(6)weeks to submittals and resubmittals by NORMANDY.
Performance Measure No. 7: Complete all required building, land use, environmental
and civil application reviews with the CITY by December 31, 2023.
Performance Measure No. 8: Enter into a Lease Agreement or development partnership
with the City or another Auburn Airport Landlord for space currently built or being built on the
Auburn Municipal Airport and submit any required financial sureties, performance guarantees or
other written documentation as may be required by the CITY no later than January 31, 2024.
Performance Measure No.9:Initiate site and building construction activities no later than
March 31,2024 for the construction of permanent office and hangar space at the Auburn Municipal
Airport.
Performance Measure No. 10: Obtain occupancy approval and occupy said permanent
office and hangar space by December 31, 2024.
SECTION H.
CITY Performance
In recognition of the CITY's interest of having a permanent hangar/office facility
constructed and operated by NORMANDY at the Auburn Municipal Airport, the CITY shall
endeavor to provide on-going and consistent high quality customer service to NORMANDY and
shall work with NORMANDY to assist NORMANDY in meeting its obligations as stated herein
2
without undue or intentional delays in activities or responsiveness by the NORMANDY. The
CITY shall meet periodically with NORMADY to monitor its development progress and advise
NORMANDY of steps it would recommend to accommodate future steps in NORMANDY's
development, to accomplish the purposes in this Agreement. The City shall provide written
information needed or requested by NORMANDY in a timely manner as it proceeds to comply
with the performance measures stated herein. The CITY shall notify NORMANDY in a timely
manner of changes in City policies or business practices pertaining to the Auburn Municipal
Airport that could directly or indirectly impact NORMANDY's ability to comply with the
performance measures.
SECTION III
Relocation to a facility developed or owned by a third party
Under this agreement NORMANDY shall have the right to relocate their operations to
another facility within the Auburn Municipal Airport property having been developed or in the
process of being developed by a third party. Should NORMANDY elect to locate into another
facility developed by a third party NORMANDY must provide the CITY notice of its intent to
relocate together with a term sheet describing the basic terms to include at a minimum: location of
the facility, the lease term, lease rate and lease commencement executed by both NORMANDY
and the third party lessor. Execution of a formal Lease Agreement is subject to the timeline
described in Performance Measure 8 above. Relocation into a facility developed by a third party
shall satisfy the terms of this agreement and this agreement shall so terminate.
SECTION IV
Default
Subject to extensions of time by mutual consent in writing, failure or delay by
NORMANDY to perform any term or provision of this Agreement shall constitute a default both
of this AGREEMENT and a breach of contract of the executed lease agreement for temporary use
and occupancy of space at the Auburn Municipal Airport that may lead to termination by the CITY
of said lease agreement. In the event of alleged default or breach of any terms or conditions of this
Agreement, the CITY shall provide NORMANDY not less than seven (7) calendar days notice in
writing specifying the nature of the alleged default and the manner in which said default may be
cured. During this seven (7)calendar day notice period, NORMANDY shall not be considered in
default for purposes of termination or institution of legal proceedings.
After notice and expiration of the seven (7) calendar day notice period if such default has
not been cured or is not being diligently cured in the manner set forth in the notice the CITY may
at its option institute legal proceedings pursuant to this Agreement.
SECTION V
Dispute Resolution
In the event of a dispute regarding the interpretation of this Agreement where there is not
already a procedure provided for in the Agreement each party will attempt to resolve the dispute.
3
If the Parties cannot resolve the dispute,any of the Parties may request mediation. The Parties will
agree on a mediator. If Parties cannot agree on a mediator within ten (10) calendar days of any
party requesting mediation each Party will choose a mediator and the two mediators will choose a
third to mediate the dispute. If mediation fails this matter shall be heard in the Superior Court of
King County Washington.
SECTION VI
Extensions
This Agreement and all terms, timeframes and conditions stated herein may only be extended
by the CITY.
SECTION VII
Termination
This Agreement shall terminate upon full completion of all Performance Measures or upon
Normandy agreeing to a separate Lease for facilities developed by a third party on the Auburn
Municipal Airport property.
SECTION VIII
Parties in Interest
This Agreement shall be binding upon and the benefits and obligations provided for herein
shall inure to and bind the parties hereto and their respective successors and assigns provided that
this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this
Agreement This Agreement is for the exclusive benefit of the parties hereto and it does not create
a contractual relationship with or exist for the benefit of any third party including contractors sub-
contractors and their sureties.
SECTION IX
Costs to Prevailing Party(ies)
In the event of such litigation or other legal action to enforce any rights, responsibilities or
obligations under this Agreement, the prevailing party(ies) shall be entitled to receive its
reasonable costs and attorney's fees.
SECTION X
Applicable Law
This Agreement 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 provided however that it is agreed and understood that any
applicable statute of limitation shall commence no later than the last day of the date of termination
as specified herein.
4
SECTION XI
Nondiscrimination
None of the Parties shall discriminate on the basis of any protected class as defined by any
state, federal or local ordinance including but not limited to race color national origin disability
age or sex in the performance of this Agreement.
SECTION XII
Captions,Headlines and Titles
All captions headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part of this Agreement or act as a
limitation of the scope of the particular paragraph or sections to which they apply. Terms not
specifically defined in this Agreement shall have the same definition as in the applicable section
of the Auburn City Code. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any determination as to
who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of
the parties.
SECTION XIII
Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.
SECTION XIV
Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings between
the parties with respect to such subject matter.
SECTION XV
Authority to Sign
Signatories to this Agreement warrant and agree that they are duly authorized to sign the
Agreement on behalf of the CITY and NORMANDY.
SECTION XVI
Counterparts
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This Agreement may be executed in multiple counterparts, each of which shall be one and
the same Agreement and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other parties.
CITY OF AUBURN NORMANDY AIRCRAFT
/44°1---‘
SIGANTURE: (j SIGNATURE:
NAME: ksU f E 1 4)f/(f NAME: I os4 ) lY CPAtt O
TITLE: 1 n-A-P/Q.e" ✓ TITLE: pee-►6r•-e7
DATE: a/2/2- /i') DATE: /?i Z( .7
APPROVED AS TO FORM
, f,
TANYA KOCH
Notary Public
State of Washington
Commission# 145121
My Comm. Expires Sep 20, 2023
1/424p
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