HomeMy WebLinkAboutPackage - Lease and amendments 1- 4RESOLUTION NO. 3 1 8 1
A RESOLUTION OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT TO
AUTHORIZE AN ASSUMPTION OF LEASE BY AUBURN FLIGHT SERVICE
FROM SKY SERVICES, A CERTIFICATE OF ESTOPPEL, AND A LANDLORD
LIEN SUBORDINATION.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS
FOLLOWS:
WHEREAS, the City operates Auburn Municipal Airport for the benefit of
the community, and
WHEREAS, the City has entered into lease arrangements with individuals
and firms providing aviation -related services and for which the income derived
goes to support operation and improvements at the airport, and
WHEREAS, in 1978, the City entered into a ground lease of 3.01 acres
with Sky Services, to allow that firm to construct and operated a maintenance
and repair facility, and
WHEREAS, the lease continues to be in effect and acceptable subject to
regularly scheduled reviews of rates, and
WHEREAS, in February, 1999, the City Council authorized the sublease
of the site to Auburn Flight Service to allow them to expand their operations at
Auburn Municipal, and
Resolution No. 3181
February 17, 2000
Page 1
WHEREAS, Auburn Flight Service has negotiated a purchase of the lease
from Sky Services which will allow for the further growth of that firm at Auburn
Municipal,
Section 1. The Mayor and City Clerk of the City of Auburn, Washington
are hereby authorized to approve an Assumption of Lease by Auburn Flight
Service, a Certificate of Estoppel attached as Exhibit A", and the Landlord Lien
Subordination attached as Exhibit "B".
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
DATED and SIGNED this �-day of February 2000.
CITY OF AUBURN
0'�tn �) - a', -�
CHARLES A BOOTH
MAYOR
Resolution No. 3181
February 17, 2000
Page 2
ATTEST:
Z" IL4-m�
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
Resolution No. 3181
February 17, 2000
Page 3
ASSIGNMENT OF LEASE
THIS ASSIGNMENT OF LEASE is dated as of the 1st day of June, 2000, among Sky
Services, Inc., a Washington corporation ("Assignor"), Auburn Flight Services, Inc., a
Washington corporation ("Assignee"), and The City of Auburn, a Washington municipal
corporation (the "Landlord").
As used herein, the term "Lease" shall mean the Lease dated as of February 27, 1978, and
recorded under King County Recording No. 7806230483, demising certain real property,
including improvements, ("Property") located in King County, Washington, more
particularly described in Exhibit "A" attached hereto and incorporated herein, from
Landlord to Assignor as tenant, and any amendment or addendum thereto.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns, sets over and transfers to Assignee all of Assignor's right,
title and interest as tenant under the Lease.
2. Assignee hereby assumes and agrees with Assignor and Landlord to perform, fulfill
and observe all of the covenants, agreements, obligations and liabilities of Assignor
as tenant under the Lease arising or accruing on and after the date hereof.
3. Assignor and Landlord hereby represent, warrant and covenant: (i) that the Lease is
in full force and effect and unmodified except as specified herein; (ii) that Assignor
is not in default under the Lease nor has any event occurred that would, with the
giving of notice or the passage of time, or both, become a default or entitle Landlord
to terminate the Lease; (iii) that the Premises are in the same condition as they were
at the commencement of the Lease, except for ordinary wear and tear; (iv) that the
Lease is not encumbered by any prior transfer, assignment, mortgage or other
encumbrance attributable to Assignor; and (v) that Assignor has full and lawful
authority to assign the Lease to Assignee.
4. Assignor agrees to indemnify and hold Assignee harmless from and against all loss,
cost, expense and damages, including reasonable attorney's fees, arising out of any
act or omission by Assignor as tenant under the Lease arising or accruing prior to
the date hereof. Assignee agrees to indemnify and hold Assignor harmless from and
against all loss, cost, expense and damages, including reasonable attorney's fees,
arising out of any act or omission by Assignee as tenant under the Lease arising or
accruing after the date hereof.
ASSIGNMENT OF LEASE -1-
H:1Data2.M-ZISKYSERV\AssignmentOfLease.doc
5. Landlord hereby consents to the assignment of the Lease to Assignee and agrees that
on the date hereof Assignee shall become the tenant under the Lease.
6. Landlord and Assignor hereby agree that this Agreement shall not in any manner
operate to release or relieve Assignor from any or all of its obligations pursuant to
the terms of the Lease arising out of any act or omission of Assignor as tenant
arising or accruing prior to the date hereof, but that from and after the date hereof
Assignor is released from any payment or performance required by the terms of the
Lease, and is otherwise relieved from responsibility to cure any default arising out of
any act or omission of Assignee as tenant under the Lease.
EXECUTED in original counterparts as of the date first above written.
ASSIGNOR:
SKY SERVICES, INC.
By:. sox
WILLIAM BLACKWOOD
President
LANDLORD:
THE CITY OF AUBURN
By:
CHARLES A. BOOTH, MAYOR
By: Cam'
ANIELLE E. DASKAM, CITY CLERK
ASSIGNEE:
AUBURN FLIGHT SERVICES, INC.
By:
J ELLE R. GARCIA
President
-Notarial Acknowledgments Follow -
ASSIGNMENT OF LEASE -2-
C:1Data2.M-ZISKYSERV\Assignment0f .eaw.doc
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this ;�= day of June, 2000, before me a Notary Public in and for the State of
Washington, personally appeared William Blackwood -to me known to be the President of Sky
Services, Inc., a Washington corporation that executed the foregoing instrument, and
acknowledged it to be the free and voluntary act of said corporation, for the uses and purposes
mentioned in this instrument, and on oath stated that they were authorized to execute said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
year first above written.
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STATE OF WASHINGTON )
ss.
COUNTY OF KING )
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L (—S VL — ✓ 1 ✓1
ARY PUBLIC, in and for the State
of Washington, residing at e,(AA" ej LA L4—*
My appointment expires o
On this ZIJ day of June, 2000, before me a Notary Public in and for the State of
Washington, personally appeared Jamelle R. Garcia, to me known to be the President of
Auburn Flight Services, Inc., a Washington corporation that executed the foregoing
instrument, and acknowledged it to be the free and voluntary act of said corporation, for the
uses and purposes mentioned in this instrument, and on oath stated that they were authorized
to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hard and official seal the day and
year first above written.
'g V W 161 Ti NOTARY PUBLIC, in and for the State
Pl1gL�C of Washington, residing at
`?8-2001 �02 My appointment expires Cv -.oc'
ASSIGNMENT OF LEASE -3-
C:1Data2. M-ZISKYSERV\AssignmentOfL,ease.doc
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day of June, 2000, before me a Notary Public in and for the State of
Washington, personally appeared Charles A. Booth, Mayor, and Danielle E. Daskam, City
Clerk, of the City of Auburn, a municipal corporation, that executed the foregoing instrument,
and acknowledged it to be the free and voluntary act of said corporation, for the uses and
purposes mentioned in this instrument, and on oath stated that he/she was/were authorized to
execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and
year first abovP�3At
NOTq � y'�
• Ay i mina ra A . B� fits//
NOTARY PUBLIC, in and for the State
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�o of Washington, residing at /
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ASSIGNMENT OF LEASE -4-
C : \Data2. M-Z\SKYSERV \AssignmentOfLease. doc
EMBIT "A"
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO.38 SITUATED IN SECTION 7,
TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS;
BEGINNING AT TI4E NORTHEAST CORNER OF THE J. BRANNAN DONATION CLAIM NO.38;
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1320.42 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 260.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 260.00 FEET;
THENCE SOUTH 88 DEGREW 53'43" EAST 530.00 FEET TO THE TRUE POINT OF BEGINNING.
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBUMN, COUNTY OF KING, STATE OF WASHINGTON.
Attachment A
CERTIFICATE OF ESTOPPEL
Whereas, the City of Auburn ("City") is Lessor under a Ground Lease of certain real
property located in the City of Auburn at the Auburn Airport, described in the Ground
Lease which is Attachment 1 to this Certificate between the City of Auburn and Sky
Services, Inc., and the City, being aware that Sky Services, Inc. desires to assign the said
Ground Lease to Auburn Flight Service, Inc., ("AFS") and the City being aware of the
facts concerning the performance of Sky Services, Inc. of its obligations under the said
Ground Lease, and the City knowing that AFS will rely on the City's statement whether
or not a basis exists under the said Ground Lease for the City to terminate such lease, in
AFS' impending purchase for valuable consideration of the hangar building that rests on
the property that is subject to the Ground Lease, and intending to be bound, the City
hereby represents and states that it is not aware of any amendments or changes to the
Ground Lease that are not included in Attachment 1 and further that the said lease is in
full force and effect and further that the City is not aware of any existing default by Sky
Services, Inc., of its obligations under the Ground Lease that would serve as a basis for
the City to terminate the said lease according to its terms, and the City does not intend
any such termination based on the facts. The City further represents that it is not aware
of any impediment to the assignment of the Ground Lease to AFS, subject to AFS'
H
H
H
Resolution No. 3181
Exhibit A
Page 1
compliance with terms of the City's written consent to such assignment.
DATED this a day of M ru 41, 2000.
CITY OF AUBURN
CHARLES A. BOOTH
MAYOR
ATTEST:
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J.Reynolds,
City Attorney
Resolution No. 3181
Exhibit A
Page 2
FIXED -BASE LEASE AT AUBURN AIRPORT
THIS LEASE AND AGREEMENT made and entered into this 27th day of
February 1978, by and between the CITY OF AUBURN, acting through the
Auburn City Council, its governing board, acting on behalf of the City
and with authority to act on behalf of the City to enter into this
lease and agreement (hereafter referred to as "Auburn") and SKY SERVICES,
INC., a corporation, hereinafter referred to as "Lessee";
W I T N E S S E T H:
1. Recitals.
(a) Auburn owns and operates the Auburn Airport located in
King County, Washington, hereinafter called the Airport.
(b) The Lessee desires to lease certain premises, facilities,
rights, services and privileges on the Airport for the purpose of
conducting a fixed -base operation there, and Auburn is willing to
lease the same to the lessee upon the terms and conditions here-
after stated in this agreement.
(c) As a conditon precedent to this lease, Lessee shall con-
struct a building in accordance with the plans and specifications
attached hereto as Exhibit "B".
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, Auburn and Lessee agree as follows:
2. Description of Premises.
Auburn hereby leases to Lessee the following described property
located on the Auburn Airport, King County, Washington, more partic-
ularly described in the legal description attached hereto as Exhibit
"A" which is incorporated into this lease by reference as if fully set
forth herein.
3. Use of the Premises.
The -Lessee will use the premises for conducting a fixed -base
aircraft operation, maintenance and repair and for no other purpose.
The fixed -base operation may include any or all of the following uses:
(a) The maintenance, construction, repair and salvage of
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORN[Y8 AT LAW
38 FIRli STRaff NORTIANT
AUBURN. WASHINGTON 08002
TNLXPHONN 666-1660
666-2660
-I-
.i
aircraft engines, air frames, avionics and accessories, together
with all ancillary services required thereunder;
(b) Sale of new and used aircraft (both retail and wholesale);
(c) Sale of aircraft parts and accessories (retail and
wholesale);
(d) Sale of new and used radios and all other electronic
equipment including aircraft instruments;
(e) Sale of navigational and airmen's supplies and accessories;
(f) Flight operations, including flight training, demon-
stration of aircraft for sale, charter and air taxi;
(g) Towing of disabled aircraft;
(h) Financing, leasing and insuring of aircraft;
(i) Loading and unloading of aircraft in any lawful business;
(j) The installation of a vending equipment and/or coffee
bar with the purpose of serving Lessee's employees and customers;
(k) Rent -a -car service upon payment to Lessor of additional
rental or fees based upon a rate equal to those paid by other car
rental agencies operating on similarly situated airports within
the State of Washington.
The Lessee agrees to furnish,these services on a fair, equal and not
unjustly discriminatory basis to all users thereof.
4. Term of Lease.
The initial term of this lease shall be for a period of forty
(40) years, commencing on the 1st day of June , 1978 and
terminating on the 31st day of May , 2018.
5. Rentals, Fees and Charges.
Subject to renegotiation, additions or credits as herein-
after provided, the Lessee agrees to pay Auburn for the use of the prem-
ises, facilities, rights, licenses, services and privileges granted
herein, the following rentals, fees and charges all payable in monthly
installments in advance, on or before the 20th of each month.
(a) (No rental to be due Lessor by Lessee for the first six
months of the lease term.)
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FJII*T STMZT NOHTHEAW
AUBURN. WASHINGTON 90001
TEUMHOHt 95E-1690
099-t960
-2-
(b) $421.40 for the second six months of the lease term;
(c) $561.88 for the second year of the lease term;
(d) $632.10 for the third year of the lease term;
(e) $702.35 for the remainder of the lease term, subject to any
rental rate adjustments which may be made at the expiration of each
five-year period of the lease term, as provided in Paragraph Six of
this Agreement.
6. Rental Rate and Rate Adjustment.
The rental rate set forth in Paragraph Five is subject to adjustment
at the end of each five-year period of the lease term. For any such adjustment
of rental, the rental rate shall be determined in the following manner:
(a) Six months before each five-year renegotiation date of the lease
term, the Lessee and Lessor shall determine the appraised value of the
property of the leased land herein. The rental thereafter shall be at
the rate of ten percent (10%) per annum of the appraised value of said
land. The appraised shall be only on the land and shall exclude the
building improvements. , /
If agreement is not reached within ninety (90) days before the renegotiation 1
date, the parties shall mutually agree on an arbitrator to fix the forthcoming
rental; and if the parties are unable to agree upon an arbitrator, they shall
apply to the Superior Court for King County and request the presiding Judge of
that Court to appoint an arbitrator to fix the rental.
-3-
2-6-78
(a) Within fifteen (15) days after the arbitrator has been
selected, both the Lessor and Lessee will submit to the arbitrator
their proposals for the renegotiated rent taking due account of
the factors set forth for adjusting the rent. The arbitrator will
analyze said proposals and conduct such investigation, interviews
and discussions with or without the parties as he feels necessary.
(b) At a time not to exceed fifteen (15) days after the
submission of the written proposals of the Lessor and Lessee,
the respective parties may have representatives appear and argue
such matters regarding the renegotiation as the parties deem fit.
Within five (5) days after such time the arbitrator shall make a
final written determination of the forthcoming rental rate which
shall be final and binding on all parties.
(c) Lessor and Lessee shall equally share the costs of the
arbitrator's fees.
7. Rates, Rentals and Other Charges.
Lessee shall furnish the Lessor with a complete schedule of
all prices charged by the Lessee for each service or unit charged to
the general public. Lessee agrees to charge fair, reasonable and not
unjustly discriminatory prices for each unit or service.
8. Use of Public Airport Facilities.
Lessee is granted the nonexclusive use of all public airport
facilities including but not limited to taxiways, runways, aprons,
navigational aids and facilities relating thereto for the purposes of
landings, take -offs and taxiing of Lessee and Lessee's tenants and
customers aircraft. All such use shall be in accordance with the laws
of the United States of America, the State of Washington, and the rules
and regulations promulgated by their authority with reference to aviation
and air navagation, and in accordance with all reasonable and applicable
rules, regulations and ordinances of the Lessor now in force or here-
SCHNEIDER. SMYTHE. SALLEY & VAN- SICLEN
ATTORNEYS AT LAW
29 FIRST STREET NORTHEAST
AUBURN. WASHINGTON 98002
TELETHONS 833.1660
839.2660
-4-
after prescribed or promulgated by ordinance or by law.
(a) Lessor agrees during the term of this lease to operate
and maintain the airport and its public airport facilities as a
public airport consistent with an pursuant to sponsors assur-
ances given by Lessor to the United States Government under the
Federal Airport Act.
9. Maintenance and Repairs.
(a) Exterior and Interior Repairs: Lessee shall keep the
foundations, adjacent sidewalks, exterior walls, roof and down-
spouts in good order and repair. In addition, Lessee shall make
structural repairs including (but not limited to) repairs to
interior walls, floors, wiring, plumbing, heating plant, air
conditioning equipment and flues and chimneys. If Lessee shall
refuse or neglect to commence or complete repairs to the exterior
or interior of'the buildings constructed by it on the leased
premises, either promptly or adequately, Lessor may, but shall
not be required to, commence or complete the repairs and Lessee
shall pay the costs thereof to Lessor on demand.
(b)\ Maintenance: The Lessee shall keep the interior of
the demised premises in good repair, at his own expense, subject
to approval of Lessor. Lessee may make interior alterations and
additions at its own cost, subject to approval of the Lessor.
The Lessee shall replace all window glass and plate glass with
the glass of same or similar quality whenever said glass is broken
or destroyed.
(c) Ownership of Repairs and Improvements: Lessee shall
make such interior and exterior repairs, alterations or additions
at his own cost and expense and such improvements shall, when
made, be deemed to have attached to the freehold, but the Lessee
shall retain such property rights herein as may be attributable
to the remaining terms of this lease. Signs, electrical equipment,
store fixtures and other removable trade fixtures shall not be
deemed structural alterations, additions, improvements or interior
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FIRST STREET NORTHEAST
AUBURN. WASHINGTON 98002
TEUIvHONE 833-1660
830.2660
-5-
repairs. At the expiration of the term hereof, the Lessee, if
not in default, may remove such signs, equipment and trade
fixtures which constitute its property, provided that upon such
removal, the Lessee will not permit any damage to the premises
10. Cleanliness and Waste.
Lessee shall keep the demised premises and the walks
thereto belonging at all times in a neat, clean and sanitary condition
free from snow, ice, waste or debris and shall neither commit nor
permit any waste thereon.
II. Personal Property Taxes.
Lessee shall pay promptly when due all taxes assessed
and levied against its fixture, furnishings, equipment and stock in
trade during the term hereof unless such assessment and levy are
being protested according to law.
12. Property insurance and Waiver of Subrogation.
Neither the Lessor nor the Lessee shall be liable to
the other for loss arising out of damage or destruction of the leased
premises or the contents thereof when such loss is caused by any of
the perils included in the standard form of fire and extended coverage
insurance, and sprinkler leakage insurance coverage, if the premises
are sprinkled. Such absence of liability shall exist whether or not
the damage or destruction is caused by the negligence of either Lessor
or Lessee or their respective agents, servants or employees. It is
the intention and agreement of the Lessor and the Lessee that the
rentals reserved by this lease have been provided in contemplation
that Lessee shall.carry the foregoing insurance protection at its own
expense and Lessee shall look to its insurance carrier for reimbursment
of any such loss and further that the insurance carrier or carriers
involved shall not subrogate against either party to this agreement.
13. Public Liability Insurance.
The Lessee agrees to procure and maintain in force
for the term of this lease public liability and property damage insur-
ance with a minimum coverage of One Million Dollars ($1,000,000.00)
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FIRET STREET NORTHEAST
AUBURN. WASHINGTON 98002
TELCM1ONE 863-I660
939-2660
-6-
combined single limit, each occurrence. The policy shall also provide
that the same shall not be cancelled until a ten-day written notice of
cancellation has been served upon the Lessor. Lessor shall be named
as an additional insured on such policy, and Lessee will furnish writ-
ten evidence of this coverage to Lessor. The limits of liability in-
surance coverage herein shall be reviewed, negotiated and modified
during each five-year (5) renegotiation period of the lease and if no
agreement is reached on said limits, arbitration as set forth herein
shall be used to settle the issue.
14. Hold Harmless.
Lessee shall indemnify and save harmless the Lessor, its
officers, agents and employees from and against all claims, demands,
loss or liability which Lessor, its officers, agents and employees
may sustain or incur or which may be imposed upon them or any of them
for injury to or death of persons, or damage to property arising out
of or connected with any negligence or lack of care of the Lessee, its
officers, agents or employees in use of the demised premises including
the Auburn Airport and its facilities.
15. Reservations to Lessor.
upon acceptance of the leased premises by Lessee, the ac-
ceptance shall be subject to any and all existing easements or other
encumbrances; and Lessor shall have the right to install, lay, con-
struct, maintain, repair and operate such sanitary sewers, drains,
storm water sewers, pipe lines, manholes, connections; water, oil
and gas pipe lines; and telephone and telegraph power lines and such
other appliances and appurtenances necessary or convenient to use in
connection therewith over, in, upon, through, across and along the
leased premises or any part thereof as will not interfere with Lessee's
operations hereunder and to enter thereupon for any and all such pur-
poses. Lessor also reserves the right to grant franchises, easements,
rights of way and permits in, over and upon, along or across any and
all portions of the leased premises as Lessor may elect to do so, pro-
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
28 FI1RET STN"T NORTHKAST
AUBURN. WASHINGTON 88001
TELEPHONE 833-1660E 666-660
-7-
vidqd, however, that no right of the Lessor provided for in this
Paragraph shall be so exercised as to interfere unreasonably with
Lessee's operations hereunder or impair the security of any secured
creditor of Lessee.
Lessor agrees that any right as set forth in this clause shall
not be exercised unless the prior written notice of sixty days (60)
is given to Lessee; however, if such right must be exercised by
reason of emergency, then Lessor will give Lessee such notice in
writing as is reasonable under the existing circumstances.
Lessor agrees that it will cause the surface of the demised
premises to be restored to its additional condition upon the com-
pletion of any construction. Lessee further agrees that should the
granting of these rights temporarily interfere with the use of any
or all of the demised premises, the rental shall be reduced in a
proportion to the amount said interference bears to the total use
of the demised premises.
16. Water Facilities.
Lessor shall provide to the property site adequate water
facilities. Any requirement for streets, curbs, sidewalks and sewers
will be furnished by the Lessor. Lessee shall be responsible for the
installation and maintenance of its own septic tank facilities.
17. Duties of the Lessee.
(a) Lessee shall be solely responsible for all costs
or charges for utilities furnished to or required by Lessee
during the term of this agreement.
(b) Lessee agrees at its own expense to cause the
premises and improvements to be maintained in a presentable
condition consistent with good business practices. This
shall include, although not be limited to, the obligation
of the Lessee to maintain the premises in a clean, neat and
orderly condition and to do such interior repainting as is
necessary to keep the premises in a clean, neat and attrac-
tive condition.
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FIRST STR![T NORTH6MT
AUBURN. WASHINGTON 96002
T/LVHONL $32-1660
6$9-2660
-8-
(c) Lessee agrees to furnish good, prompt and
efficient service adequate to meet all reasonable de-
mands for its services at the airport. The Lessee
shall reveal upon the request of Auburn its general
schedule of rates, fees and rentals or other charges
for services it may render under this lease. Lessor
shall have the right to inspect Lessee's books and
records for the purposes of verifying such charges.
(d) Lessee shall not erect, install or operate
or cuase or permit to be erected, installed or opera-
ted upon the premises herein any sign or other adver-
tising device without first having obtained Auburn's
consent thereto to the size, construction, location
and general appearance. Auburn shall not unreasonably
with hold permission to the Lessee to erect any sign,
provided said sign is in keeping with the nature of the
business and conforms to the standards of good business
and commercial practice.
(e) In the conduct of its business at Auburn Air-
port the Lessee, its employees, agents and servants shall
obey all applicable rules, regulations and ordinances
and laws that may from time to time be promulgated by the
Lessor or any federal, state or local government or agency
thereof.
(f) Lessee shall exercise due and reasonable caution
to prevent fire and accidents on the premises. Should
Lessee fail to remove or abate a fire hazard after direction
to do so, the Lessor may remove the hazard and charge the
costs of removal thereof to the Lessee.
18. Assignment.
Lessee shall not assign this lease or sublease any part of
the premises without the prior written approval of Lessor. Such ap-
proval shall not be unreasonably withhold and shall be acted upon
SCHNEIDER. SMYTHE, SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 RIR*T STRUT NORTM[A[T
AUBURN. WASHINGTON 98002
T[LPHON[ 833-1660
830-2880
-9-
expeditiously by Lessor.
19. Right of Entry and Inspection of the Premises.
Auburn reserves the right at any reasonable time to enter
upon said premises through its designated agents or employees for the
purpose of inspecting the leased premises.
20. Rules and Regulations.
Auburn has the right to adopt and enforce reasonable rules
and regulations with respect to the use of the airport and its appur-
tenances, provided that such rules and regulations shall not be incon-
sistent with safety and with rules and regulations and ordinances of
the Federal Aviation Administration with aircraft operations at the
airport.
21. Lessor's Right of Cancellation.
In addition to other remedies available to the Lessor, this
agreement shall be subject to cancellation by the Lessor should any
one or more of the following events occur:
(a) If the Lessee should file a voluntary petition in
bankruptcy or proceedings in bankruptcy shall be instituted
against it, and it is thereafter adjudicated a bankrupt pur-
suant to such proceedings, or if a Court shall take juris-
diction of the Lessee and its assets pursuant to proceedings
brought under the provision for reorganization under the
Bankruptcy Act, or if a receiver for Lessee's assets is
appointed, or if Lessee shall be divested of its rights,
powers and privileges under this contract by other operation
of law.
(b) If the Lessee shall abandon or discontinue for
thirty (30) consecutive days the conduct and operation of
said fixed base operation.
(c) If Lessee fails to pay when due the whole or any
part of the amount agreed upon herein for rent and charges
and such default continues for ten days (10) after Lessor
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
26 I1R9rT STIIEEY NORTNEAfT
AUBURN. WASHINGTON 98001
TELFNONE 888-1660
886-Y660
_10-
has demanded payment in writing.
(d) If Lessee shall fail to perform, keep or
observe any of the covenants and conditions contained
in this contract to be performed, kept and observed
by it, provided that upon the happening of any con-
tingency recited in this subparagraph, the Lessee
shall be given written notice to correct or cure such
default, failure to perform or breach, and if, within
thirty days (30) from the date of such notice, the
default, breach or complaint shall have not been cor-
rected in a manner satisfactory to the Lessor then, and
in such event, the Lessor shall have the right, at once,
to declare this contract terminated.
22. Lessee's Right of Cancellation.
In addition to any other remedies available to the Lessee,
this agreement shall be subject to cancellation by the Lessee should
any one or more of the following events occur:
(a) The permanent abandonment of the airport as
an air terminal.
(b) The issuance of any Court of competent jurisdic-
tion of an injunction which in any way prevents or re-
stricts the use of the airport and the injunction or
restriction remains in force for at least thirty (30)
days.
(c) The breach by the Lessor of any of the cove-
nants, terms or conditions of this agreement to be kept,
performed and observed by the Lessor and the failure to
remedy such breach for a period of sixty days (60) after
written notice from the Lessee of the existence of the
breach.
(d) The assumption by the Federal Government or any
other governmental agency of the control of the airport or
SCHNEIDER. SMYTHE. SALLEY & VAN ¢ICLEN
ATTORNEYS AT LAW
2S FIR*T STRUT NORTH AST
AUBURN. WASHINGTON 98002
TZLUMQN[ 833.1660
839-2660
-11-
any portion thereof in a manner which would preclude
the Lessee from operating under the terms of this lease
or which would substantially restrict its operation
under the terms of this lease. If such an event should
occur, an adjustment shall be paid to Lessee to fairly
compensate Lessee for its investment costs incurred in
the construction of its building. If the parties
hereto cannot agree upon a fair compensation, the matter
shall be arbitrated with the arbitration method being
established as set forth in Paragraph 32 hereinbelow.
(e) If the Lessor should develop, change or alter
the development of the airport in such manner that would
substantially preclude, prevent or hinder the Lessee
from operation under the -terms of this lease. If the
lease should be terminated either under this section or
the previous section, permitting termination by the
Lessor in the event of governmental restriction, or sub-
stantial interference, and thereafter the site should
become available, or a.similar site should become avail-
able, the Lessee shall have the right to lease the site
on the same terms and conditions as contained in this
lease, or, if the same site is unavailable in its pre-
vious condition, alternatively on the same terms and
conditions as offered to any prospective Lessee. This
right shall be effective only if the Lessee has faith-
fully performed all of the terms and conditions of this
lease and if land and premises are available at the
Auburn Airport for development.
23. Holding Over.
In the event Lessee shall hold over after the first term
herein created, then such holding over shall be a tenancy from month
to month only and governed by the same conditions and covenants as
SCHNEIDER, SMYTHE, SALLEY III VAN SICLEN
ATTORNEYS AT LAW
29 FIRST STRceT NORTHCAST
AUBURN, WASHINGTON 08002
TKLZMON9 833.1660
8=11660
-12-
contained in this lease.
24. Notices..
All notices given or to be given by either party to the
other shall be given in writing and shall be addressed to the party
at the addresses hereafter set forth or such other address as the
parties may by written notice hereafter designated. Notices and
payments to Lessor and notices to Lessee shall be addressed as
follows:
Lessor
City of Auburn
20 "A" Street Northwest
Auburn, Washington 98002
Lessee
Sky Services, Inc.
400-23rd Northeast
Auburn, Washington 98002
25. Amendments to be in Writing.
This lease sets forth all of the agreements and under-
standings of the parties and is not subject to modification except
in writing signed by both parties.
26. Successors in Interest.
The covenants herein contained shall, subject to the pro-
visions as to assignment, apply to and bind the heirs, successors,
administrators, executors and assigns of all the parties hereto; and
all of the parties hereto shall be jointly and severally liable here-
under.
27. Waiver. The acceptance of rental, landing fees or any other
payment by the Lessor for any period or periods after a default by the
Lessee shall not be deemed a waiver of such default unless the Lessor
shall so advise the Lessee in writing. No waiver by the Lessor of any
default hereunder shall be construed to be a waiver of any subsequent
default by either party. After any default shall have been cured by
either party, it shall not thereafter be used by the other party as
the grounds for the commencement of any legal action under the pro-
visions of this agreement.
28. Destruction of the Premises.
In the event there is any destruction of the premises either
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
33 FIRST STRUT NORTX[AST
AUBURN. WASHINOTON 08003
T[ul►XON[ 833.1880
83S•3880
-13-
whole or partial due to fire, earthquake, acts of enemy, the elements,
casualties, latent or patent defects in the construction of the prem-
ises or any other similar matter beyond the reasonable contraol of the
parties so that the Lessee cannot fully enjoy the premises, improve-
ments and equipment thereon, and Lessee shall notify the Lessor to
that effect, the rental payable hereunder shall be equitably abated
from the date of such notification until such time as the Lessee shall
repair and restore said premises, improvements and equipment to a
suitable condition. Lessee shall make restoration of the leased prem-
ises within 150 days of its damage or destruction.
29. Defaults.
If, after default under the terms of this lease by either
party, the non -defaulting party employs an attorney to enforce any
right or claim under this agreement, the prevailing party shall be
entitled, in addition to any other damages, to recover a reasonable
attorney fee and a reasonable accountant fee if such accountant is
necessary for the determination of any sums or damages due under the
provisions of this lease.
30. Ownership Reversion.
Subject to Paragraph 18, and subject to the right of
Lessee's building finance institution to assume the Lessee's rights
and obligations herein in the event of Lessee's default to said
finance institution. At any time this lease shall terminate, the
building, alterations and additions shall become the sole property
of Lessor and the freehold interest of said structure shall be vested,
in fee simple, in the Lessor.
31. Option to Renew.
(a) If this lease shall be in force and effect on
the date of expiration of the original term, and the
Lessee on that date shall have fully complied with the
terms and conditions of this lease, Lessee may elect
to renew for an additional thirty years (30) beginning
with the expiration of the original term. To exercise
SCHNEIDER. SMYTHE, SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FIRiT STIC[T NORTN6ANT
AUBURN, WASHINGTON 98002
TZLwNONG 883-1680
639.2660
-14-
this option, the Lessee shall give the Lessor at least
one year's (1) advance notice in writing.
(b) In the event Lessee shall exercise its option
to extend the initial lease term as hereinabove provided,
all terms and conditions of this lease shall apply during
the extended term, except the rental to be paid therein,
which rental shall be agreed upon by the parties at the
time of the exercise of said lease extension. In the
event the parties are unable to agree upon the amount of
the rental to be paid for the extension of the lease term,
the same shall be fixed by an arbitration committee con-
sisting of three persons, one to be selected by the Lessor,
one to be selected by the Lessee, and the third to be
selected by the two persons selected by the Lessor and
Lessee. The decision of a majority of said arbitrators
shall be binding upon Lessor and Lessee as the amount of
the rental for said lease term extension; provided, how-
ever, that the rental rate shall be subject to readjust-
ment at the expiration,of each five-year period of the
extended lease term in the manner provided in Section Six
of this agreement. The arbitrators shall be appointed
not less than six months of the commencement of the lease
term extension and shall submit their rental termination
findings to the parties hereto not less than three months
prior to the commencement of the extension of the lease
term.
32. Additional Obligations Assumed by Lessee.
(a) Lessee agrees to operate the premises leased for
the use and benefit of the public and
(i) To furnish said services on a fair, equal
and not unjustly discriminatory basis to all user thereof, and
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
28 FIR" STRRT NORTHEAST
AUBURN. WASHINGTON 98002
TSWHONL 833-1660
88S•2660
-15
(ii) To charge for, reasonable, and not unjustly dis-
criminatory prices for each unit or service; provided, that the
Lessee may be allowed to make reasonable and non-discriminatory
discounts, rebates, or other similar types of price reductions
to volume purchasers.
(b) The Lessee, for himself, is personal representatives,
successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree, as a covenant running with
the land, that (1) No person on the grounds of race, color, or
national origin shall be excluded from participation in, denied
the benefits of, or be otherwise subjected to discrimination in
the use of said facilities, (2) That in the construction of any
improvements on, over, or under such land and the furnishing of
services thereon, no person on the grounds of race, color, or national
origin shall be excluded from participation in, denied the benefits
of, or otherwise be subjected to discrimination, (3) That the Lessee
shall use the premises in compliance with all other requirements
imposed by her persuant to Title 49, Code of Federal Regulations,
Department of Transportation, Sub -Title A, Office of the Secretary,
Part 21 Non -Discrimination and Federally -Assisted Programs of the
Department of Transportation -Effectuation of Title VI of the Civil
Rights Act of 1964, and as said regulations may be amended.
(c) In the event of breach of any of the preceeding non-discrim-
ination covenants, Lessor shall have the right to terminate the
License, Lease, Permit granted herein, and to re-enter and repossess
said land and the facilities thereon, and pull the same as if said
lease had never been made or issued.
DATED this �766_ day of` 7,6 1978.
C T OF AUBURN, WASHINGTON SKY SERVICES, INC.
C
r Its President
Executed by Sky Services this
day of June, 1978.)
SCHNEIDER. SMYTHE. SALLEY & VANSICLEN
ATTORNEYS AT LAW
29 FIRST STREET NORTHEAST
AUBURN. WASHINGTON 98002
TELSANoNE 833.1660
839.2660
16
33. Additional obligation of the Lessor.
The Airport shall pay related costs to provide culvert and fill
for the drainage ditch along the northern edge of the property.
DATED and SIGNED this 16th day of May , 1978.
CITY OF AUBURN
- Z4A Y 0 R
ATTEST:
a "014
City Cler
APPR VED AS TO FORM:
City Attorney
The Lessee, SKY SERVICES, INC., acknowledges and approves the addition of
paragraph 33 to that certain Fixed -Base Lease at Auburn Airport Agreement at the
Auburn Airport, as authorized by Auburn City Resolution No. 866, dated February
21, 1978.
/9
DATED this / day of TU/VE 1978.
SKY SERVICES, INC. /
1
President
---------------------------------
Additional obligation of Lessor
City of Auburn - Sky Services, Inc.
Page 17
ATTEST:
City Cler
APPROVED AS TO FORM:
&WLj"'—
Cit ttorney
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this o7� day of 1978, before me personally
appeared to me known to
be the of the corporation that executed the
within and foregoing instrument, and acknowledged the said instrument
to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that -,khe,/
wt} authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year first above written.
�d l.c.,A_..... ,-
NOTARY PUBLIC in and for the State
of Washington, residing at —mLi
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
29 FIRST SYR![T NORTHRAST
AUBURN. WASHINGTON 98002
TRLSSHONR 833-1860
630.2660
_18_
STATE OF WASHINGTON)
)ss
COUNTY OF KING )
On this 23 day of 1978, before me personally
i
appeared to me known to
be the of the corporation that executed the within and
foregoing instrument, and acknowledgedthe said instrument to be the free and
voluntary act and deed for said corporation for the uses -and purposes therein
mentioned, and on oath stated that he is authorized to execute said instru-
ment
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
(�Avu( i
Notary ublic in and for h= St e of
Washington, residing at 4-1---,�
Page 19 and Last
EXHI:BIT 'A
r'
2tha.t portion of the J. Brannan Donation Claim No. 38 situate in Section 7,
f "
Township 21,North,;Range 5 East, W.M. described as follows:
Beginning at the northeast corner of the J. Brannan Donation Claim
No. 38,,
}
thence N 88049'521N 430.61 feet; thence S O'52!25" W.1.)20.42 feet
to the
TiUe Point of .S6g$nn1ng; thence continuing S 0°52125" .`W 260.00 feet.; thence
N 88053143" W 530.00 feet;. thence N 0°52'25" E 260.00 feet;thence
S-88°53'43'.
. .,
E 530.00 feet to the True Point of Beginning LESS the east 25 feet
for street,
,
�4
situate.in the City .of Auburn, King county, Washington.
3.01 Acres
1
FIRST RENTAL RATE AND RATE ADJUSTMENT TO LEASE AT AUBURN AIRPORT
This First Rental Rate and Rate Adjustment Lease is made and entered into
this 3 day of Q198f by and between the City of Auburn,
Y IT
a municipal corporation, organized under the optional municipal code,
hereinafter referred to as "Lessor" and Sky Services, Inc., a corporation,
hereinafter referred to as "Lessee".
WHEREAS, Lessor and Lessee entered into a Lease Agreement dated February
27, 1978 including certain real property in the city of Auburn, King County,
Washington legally described in said lease as Exhibit "A and such legal
description incorporated by reference; and
WHEREAS, pursuant to page three, paragraph six of that lease the rental
rate is subject to adjustment at the end of each five year period of the lease
term, and
WHEREAS, the Lessor has arrived at a rental rate to be established for the
next five year term, which rate was established by Lessor, the appraised value
of the land is $2.50 per square foot x 130,680 square feet, equalling
$326,700.00 x 5% per annum equalling $16,335.00 per annum for a monthly rate
of $1,361.25, which amount shall constitute $1,206.35 for rent and $154.90 for
Washington State Leasehold Tax; and
WHEREAS, the parties have agreed at a method of adjusting the rental rate
to reflect the changes in the economic environment in the following five
years.
-1-
NOW, THEREFORE, BASED UPON MUTUAL COVENANTS TO BE DERIVED, THE PAR -TIES
AGREE AS FOLLOWS:
1. That page two, paragraph five of that Lease Agareement between Lessor and
Lessee entered into February 27, 1978 be amended to provide that on the
date above written the amount of total compensation paid from Lessee to
Lessor shall be $1,361.25, which shall include the Washington State
Leasehold Tax.
2. That the amount referred to in paragraph one above shall be reviewed and
adjusted at the end of the second year and the fourth year from the date
written above by taking the percentage of increase or decrease in the
Consumer Price Index, of the Department of Labor, for the Seattle Tacoma
Metropolitan Statistical Area, times the base rental rate of $1,206.35.
i.e.: C.P.I. increase from 5�0 to 6%, the rental rate would increase by
3. All other terms and conditions of that Lease Agreement between Lessor and
Lessee of February 27, 1978 will remain in force and effect.
DATED this day of 19
R RO N R
City of Auburn
ATTEST:
&911flyf A &1Wk'4
Coralee McConnehey
City Clerk
SKY SERVICES, INC.
President
SKY SERVICES, INC.
6?:�L'r 111"F-'-�--� -
Secret
-2-
STATE OF' WASHINGTON)
ss.
COUNTY OF KING )
I, Coralee A. McConnehey, the duly appointed, qualified City Clerk
of the City of Auburn, a Municipal Corporation and Code City, situate in
the County of King, State of Washington, do hereby certify that the fore-
going is a full, true and correct copy of Resolution No. 866 entitled,
"A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON,
AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE
A LEASE AND AGREEMENT BETWEEN THE CITY OF AUBURN AND SKY SERVICES, INC."
I further certify that said Resolution No. _866 was duly passed
by the Council and approved by the Mayor of the said City of Auburn, on
the 21 day of February A.D., 19 78
WITNESS my hand and they official seal of the City of Auburn, this
19 day of Apri1 , A.D., 19 78 .
CITY CLERK OF THE CITY OF APBURN
RESOLUTION NO. 8 9 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, 'f0 EXECUTE AN
ADDENDUM TO THAT AGREEMENT AUTHORIZED BY AUBURN CITY RESOLUTION
NO. 866 (DATED FEBRUARY 21, 1978) WITH SKY SERVICES, INC.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AT A REGULAR
MEETING DULY ASSEMBLED, HEREWITH RESOLVES:
THAT the Mayor and City Clerk of the City of Auburn, Washington, are hereby
authorized to execute an addendum to that agreement authorized by Auburn City
Resolution No. 866 (dated February 21, 1978) with Sky Services, Inc. That a
copy of said addendum is attached hereto, denominated as Exhibit "A" and made
a part hereof as though set forth in full herein.
DATED and SIGNED this 15th day of May, 1978.
CITY OF AUBURN
M R
ATTEST: ��w�IA
City Cler
------------------
Resolution No. 893
5-10-78
RESOLUTION NO. 8 6 6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE A
LEASE AND AGREEMENT BETWEEN THE CITY OF AUBURN AND SKY
SERVICES, INC
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AT A REGULAR MEETING
DULY ASSEMBLED, HEREWITH RESOLVES:
THAT the Mayor and City Clerk of the City of Auburn, are hereby authorized
to execute a Lease and Agreement between the City of Auburn and Sky Services,
Inc., for certain property located at the Auburn Municipal Airport. That a
copy of said Lease is attached hereto, denominated as Exhibit "A-l" and made
a part hereof as though set forth in full herein.
DATED and SIGNED this 21st day of February, 1978.
ATTEST:
City Clerk
------------------
Resolution No. 866
2-21-78
CITY OF AUBURN
FIXED -BASE LEASE AT AUBURN AIRPORT
THIS LEASE AND AGREEMENT made and entered into this 27th day of
February 1978, by and between the CITY OF AUBURN, acting through the
Auburn City Council, its governing board, acting on behalf of the City
and with authority to act on behalf of the City to enter into this
lease and agreement (hereafter referred to as "Auburn") and SKY SERVICES,
INC., a corporation, hereinafter referred to as "Lessee";
W I T N E S S E T H:
I.. Recitals.
(a) Auburn owns and operates the Auburn Airport located in
King County, Washington, hereinafter called the Airport.
(b) The Lessee desires to lease certain premises, facilities,
rights, services and privileges on the Airport for the purpose of
conducting a fixed -base operation there, and Auburn is willing to
lease the same to the lessee upon the terms and conditions here-
after stated in this agreement.
(c) As a conditon precedent to this lease, Lessee shall con-
struct a building in accordance with the plans and specifications
attached hereto as Exhibit "B".
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, Auburn and Lessee agree as follows:
2. Description of Premises.
Auburn hereby leases to Lessee the following described property
located on the Auburn Airport, King CoL.nty, Washington, more partic-
ularly described in the legal description attached hereto as Exhibit
"A" which is incorporated into this lease by reference as if fully set
forth herein.
3. Use of the Premises.
The Lessee will use the premises for conducting a fixed -base
aircraft operation, maintenance and repair and for no other purpose.
The fixed -base operation may include any or all of the following uses:
(a) The maintenance, construction, repair and salvage of
SCHNEIDER. SMYTHE. SALLEY d VAN SICLEN
ATTORN[V6 AT LAW
46 Finer Brmw Nowrinow
AUBURN. WAGHINOTON 6600i
TEL61'"O" 663-1660
B66-B660
-I-
(b) $421.40 for the second six months of the lease term;
(c) $561.88 for the second year of the lease term;
(d) $632.10 for the third year of the lease term;
(e) $702.35 for the remainder of the lease term, subject to any
rental rate adjustments which may be made at the expiration of each
five-year period of the lease term, as provided in Paragraph Six of
this Agreement.
6. Rental Rate and Rate Adjustment.
The rental rate set forth in Paragraph Five is subject to adjustment
at the end of each five-year period of the lease term. For any such adjustment
of rental, the rental rate shall be determined in the following manner:
(a) Six months before each five-year renegotiation date of the lease
term, the Lessee and Lessor shall determine the appraised value of the
property of the leased land herein. The rental thereafter shall be at
the rate of ten percent (10%) per annum of the appraised value of said
land. The appraised shall be only on the land and shall exclude the
building improvements.
If agreement is not reached within ninety (90) days before the renegotiation
date, the parties shall mutually agree on an arbitrator to fix the forthcoming
rental; and if the parties are unable to agree upon an arbitrator, they shall
apply to the Superior Court for King County and request the presiding Judge of
that Court to appoint an arbitrator to fix the rental.
-3-
2-6-78
aircraft engines, air frames, avionics and accessories, together
with all ancillary services required thereunder;
(b) Sale of new and used aircraft (both retail and wholesale);
(c) Sale of aircraft parts and accessories (retail and
wholesale);
(d) Sale of new and used radios and all other electronic
equipment including aircraft instruments;
(e) Sale of navigational and airmen's supplies and accessories;
(f) Flight operations, including flight training, demon-
stration of aircraft for sale, charter and air taxi;
(g) Towing of disabled aircraft;
(h) Financing, leasing and insuring of aircraft;
(i) Loading and unloading of aircraft in any lawful business;
(j) The installation of a vending equipment and/or coffee
bar with the purpose of serving Lessee's employees and customers;
(k) Rent -a -car service upon payment to Lessor of additional
rental or fees based upon a rate equal to those paid by other car
rental agencies operating on similarly situated airports within 1
the State of Washington.
The Lessee agrees to furnish these services on a fair, equal and not
unjustly discriminatory basis to all users thereof.
4. Term of Lease.
The initial term of this lease shall be for a period of forty
(40) years, commencing on the 1st do. of June 1978 and
terminating on the 31st day of May , 2018.
5. Rentals, Fees and Charges. .
Subject to renegotiation, additions or credits as herein-
after provided, the Lessee agrees to pay Auburn for the use of the prem-
ises, facilities, rights, licenses, services and privileges granted
herein, the following rentals, fees and charges all payable in monthly
installments in advance, on or before the 20th of each month.
(a) (No rental to be due Lessor by Lessee for the first six
months of the lease term.)
SCHNEIDER. SMYTHE. BALLEY & VAN BICLEN
ATTORNLYB AT LAW
20 FioOT Bmax Nownw"r
AUBURN. WABHINOTON SOME
Tnar"O"a 038-10"
888-i660
-2-
(a) Within fifteen (15) days after the arbitrator has been
selected, both the Lessor and Lessee will submit to the arbitrator
their proposals for the renegotiated rent taking due account of
the factors set forth for adjusting the rent. The arbitrator will
analyze said proposals and conduct such investigation, interviews
and discussions with or without the parties as he feels necessary.
(b) At a time not to exceed fifteen (15) days after the
submission of the written proposals of the Lessor and Lessee,
the respective parties may have representatives appear and argue
such matters regarding the renegotiation as the parties deem fit.
Within five (5) days after such time the arbitrator shall make a
final written determination of the forthcoming rental rate which
shall be final and binding on all parties.
(c) Lessor and Lessee shall equally share the costs of the
arbitrator's fees.
7. Rates, Rentals and Other Charges.
Lessee shall furnish the Lessor with a complete schedule of
all prices charged by the Lessee for each service or unit charged to
the general public. Lessee agrees to charge fair, reasonable and not
unjustly discriminatory prices for each unit or service.
8. Use of Public Airport Facilities.
Lessee is granted the nonexclusive use of all public airport
facilities including but not limited to taxiways, runways, aprons,
navigational aids and facilities relati,�g thereto for the purposes of
landings, take -offs and taxiing of Lessee and Lessee's tenants and
customers aircraft. All such use shall be in accordance with the laws
of the United States of America, the State of Washington, and the rules
and regulations promulgated by their authority with reference to aviation
and air navagation, and in accordance with all reasonable and applicable
rules, regulations and ordinances of the Lessor now in force or here-
SCHNEIOER. SMYTHE. SALLEY & VAN SICLEN
ATTORN[Y9 AT LAW
29 M" 9TBtl1' NOIITHBABT
AUBURN. WA9NINGTON 9BOOa
TBL9►HOHB 823.1640
Ba9.a9Bo
-4-
after prescribed or promulgated by ordinance or by law.
(a) Lessor agrees during the term of this lease to operate
and maintain the airport and its public airport facilities as a
public airport consistent with an pursuant to sponsor's assur-
ances given by Lessor to the United States Government under the
Federal Airport Act.
9. Maintenance and Repairs.
(a) Exterior and Interior Repairs: Lessee shall keep the
foundations, adjacent sidewalks, exterior walls, roof and down-
spouts in good order and repair. In addition, Lessee shall make
structural repairs including (but not limited to) repalilrs to
interior walls, floors, wiring, plumbing, heating plant, air
conditioning equipment and flues and chimneys. If Lessee shall
refuse or neglect to commence or complete repairs to the exterior
or interior of the buildings constructed by it on the leased
premises, either promptly or adequately, Lessor may, but shall
not be required to, commence or complete the repairs and Lessee
shall pay the costs thereof to Lessor on demand. /
(b) Maintenance: The Lessee shall keep the interior df-
the demised premises in good repair, at his own expense, subject
to approval of Lessor., Lessee may make interior alterations and
additions at its own cost, subject to approval of the Lessor.
The Lessee shall replace all window glass and plate glass with
the glass of same or similar qual:'y whenever said glass is broken
or destroyed.
(c) Ownership of Repairs and Improvements: Lessee shall
make such interior and exterior repairs, alterations or additions
at his own cost and expense and such improvements shall, when
made, be deemed to have attached to the freehold, but the Lessee
shall retain such property rights :ierein as may be attributable
to the remaining terms of this lease. Signs, electrical equipment,
store fixtures and other removable trade fixtures shall not be
deemed structural alterations, additions, improvements or interior
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW -
29 FXT STR[ZT NORTHCAGT
AUBURN. WASHINGTON 98002
TKUMP"CN2 833.1060
825-2660
-5-
repairs. At the expiration of the term hereof, the Lessee, if
snot in default, may remove such signs, equipment and trade
fixtures which constitute its property, provided that upon such
removal, the Lessee will not permit any damage to the premises
10. Cleanliness and Waste.
Lessee shall keep the demised premises and the walks
thereto belonging at all times in a neat, clean and sanitary condition
free from snow, ice, waste or debris and shall neither commit nor
permit any waste thereon.
II. Personal Property Taxes.
Lessee shall pay promptly when due all taaces assessed
and levied against its fixture, furnishings, equipment and stock in
trade during the term hereof unless such assessment and levy are
being protested according to law.
12. Property insurance and Waiver of Subrogation.
Neither the Lessor nor the Lessee shall be liable to
the other for boss arising out of damage or destruction of the leased
premises or the contents thereof when such loss is caused by any of
the perils included in the standard form of fire and extended coverage
insurance, and sprinkler leakage insurance coverage, if the premises
are sprinkled. Such absence of liability shall exist whether or not
the damage or destruction is caused by the negligence of either Lessor
or Lessee or their respective agents, servants or employees. It is
the intention and agreement of the Lei --or and the Lessee that the
rentals reserved by this lease have been provided in contemplation
that Lessee shall carry the foregoing insurance protection at its own
expense and Lessee shall look to its insurance carrier for reimbursment
of any such loss and further that the insurance carrier or carriers
involved shall not subrogate against either party to this agreement.
13. Public Liabi I ity Insul mince.
The Lessee agrees to procure and maintain in force
for the term of this lease public liability and property damage insur-
ance with a minimum coverage of One Million Dollars ($1,000,000.00)
SCHNEIDER, SMYTHE. SALLEY & VANSICLEN
ATTORNIC" AT LAW
fA FIRST STRacT NORTH ST
AUBURN. WASHINGTON 88002
Ts6sNONL 688.1660
41=2660
-6-
combined single limit, each occurrence. The policy shall also provide
that the same shall not be cancelled until a ten-day written notice of
cancellation has been served upon the Lessor. Lessor shall be named
as an additional insured on such policy, and Lessee will furnish writ-
ten evidence of this coverage to Lessor. The limits of liability in-
surance coverage herein shall be reviewed, negotiated and modified
during each five-year (5) renegotiation period of the lease and if no
agreement is reached on said limits, arbitration as set forth herein
shall be used to settle the issue.
14. Hold Harmless.
Lessee shall indemnify and save harmless the Lessor, its
officers, agents and employees from and against all claims, demands,
loss or liability which Lessor, its officers, agents and employees
may sustain or incur or which may be imposed upon them or any of them
for injury to or death of persons, or damage to property arising out
of or connected with any negligence or lack of care of the Lessee, its
officers, agents or employees in use of the demised premises including
the Auburn Airport and its facilities..
15. Reservations to Lessor.
Upon acceptance of the leased premises by Lessee, the ac-
ceptance shall be subject to any and all existing easements or other
encumbrances; and Lessor shall have the right to install, lay, con-
struct, maintain, repair and operate •-.ch sanitary sewers, drains.,
storm water sewers, pipe lines, manholes, connections; water, oil
and gas pipe lines; and telephone and telegraph power lines and such
other appliances and appurtenances necessary or convenient to use in
connection therewith over, in, upon, through, across and along the
leased premises or any part thereof as will not interfere with Lessee's
operations hereunder and to enter thereupon for any and all such pur-
poses. Lessor also reserves the right to grant franchises, easements,
rights of way and permits in, over and upon, along or across any and
all portions of the leased premises as Lessor may elect to do so, pro-
SCHNEIDER. SMYTHE. SALLEY 61 VAN SICLEN
ATTORNEYS AT LAW
t6 FIRST a.... NORTHLALT
AUBURN. WASHINGTON 66002
T6Lum rat 639.1600
666•i660
-7-
i
vided, however, that no right of the Lessor provided for in this
Paragraph shall be so exercised as to interfere unreasonably with
Lessee's operations hereunder or impair the security of any secured
creditor of Lessee.
Lessor agrees that any right as set forth in this clause shall
not be exercised unless the prior written notice of sixty days (60)
is given to Lessee; however, if such right must be exercised by
reason of emergency, then Lessor will give Lessee such notice in
writing as is reasonable under the existing circumstances.
Lessor agrees that it will cause the surface of the demised
premises to be restored to its additional condition upon the com-
pletion of any construction. Lessee further agrees that should the
granting of these rights temporarily interfere with the use of any
or all of the demised premises, the rental shall be reduced in a
proportion to the amount said interference bears to the total use
of the demised premises.
16. Water Facilities.
Lessor shall provide to the property site adequate water
facilities. Any requirement for streets, curbs, sidewalks and sewers
will be furnished by the Lessor. Lessee shall be responsible for the
installation and maintenance of its own septic tank facilities.
17. Duties of the Lessee.
(a) Lessee shall be solely responsible for all costs
or charges for utilities furnished to or required by Lessee
during the term of this agreement.
(b) Lessee agrees at its own expense to cause the
premises and improvements to be maintained in a presentable
condition consistent with good business practices. This
shall include, although not be limited to, the obligation
of the Lessee to maintain the premises in a clean, neat and
orderly condition and to do such interior repainting as is
necessary to keep the premises in a clean, neat and attrac-
tive condition.
SCHNEIDER, SMYTHE. SALLEY & VAN SICLEN
ATTOMC" AT LAW
26 27" "MY No"OWAIT
AUBURN. WA6NINOTON 68001
TKL6►NOM 833.1660
6i6.2660
-8-
(c) Lessee agrees to furnish good, prompt and
efficient service adequate to meet all reasonable de-
mands for its services at the airport. The Lessee
shall reveal upon the request of Auburn its general
schedule of rates, fees and rentals or other charges
for services it may render under this lease. Lessor
shall have the right to inspect Lessee's books and
records for the purposes of verifying such charges.
(d) Lessee shall not erect, install or operate
or cuase or permit to be erected, installed or opera-
ted upon the premises herein any sign or other adver-
tising device without first having obtained Auburn's
consent thereto to the size, construction, location
and general appearance. Auburn shall not unreasonably
with hold permission to the Lessee to erect any sign,
provided said sign is in keeping with the nature of the
business and conforms to the standards of good business
and commercial practice.
(e) In the conduct of its business at Auburn Air-
port the Lessee, its employees, agents and servants shall
obey all applicable rules, regulations and ordinances
and laws that may from time to time be promulgated by the
Lessor or any federal, state or local government or agency
thereof.
(f) Lessee shall exercise due and reasonable caution
to prevent fire and accidents on the premises. Should
Lessee fail to remove or abate a fire hazard after direction
to do so, the Lessor may remove the hazard and charge the
costs of removal thereof to the Lessee.
18. Assignment.
Lessee shall not assign this lease or sublease any part of
the premises without the prior written approval of Lessor. Such ap-
proval shall not be unreasonably withhold and shall be acted upon
SCHNEIDER. SMYTHE. GALLEY & VAN SICLEN
ATWRN[YB AT LAW
19 IIN@T 8 — NORTmaw
AUBURN. WAOHINOTON OOOOR
TSW/IOa 000-1060
":.*Goo
-9-
expeditiously by Lessor.
19. Right of Entry and Inspection of the Premises.
Auburn reserves the right at any reasonable time to enter
upon said premises through its designated agents or employees for the
purpose of inspecting the leased premises.
20. Rules and Regulations.
Auburn has the right to adopt and enforce reasonable rules
and regulations with respect to the use of the airport and its appur-
tenances, provided that such rules and regulations shall not be incon-
sistent with safety and with rules and regulations and ordinances of
the Federal Aviation Administration with aircraft operations at the
airport.
21. Lessor's Right of Cancellation.
In addition to other remedies available to the Lessor, this
agreement shall be subject to cancellation by the Lessor should any
one or more of the following events occur:
(a) If the Lessee should file a voluntary petition in
bankruptcy or proceedings in bankruptcy shall be instituted
against it, and it is thereafter adjudicated a bankrupt pur-
suant to such proceedings, or if a Court shall take juris-
diction of the Lessee and its assets pursuant to proceedings
brought under the provision for reorganization under the
Bankruptcy Act, or if a receiver for Lessee's assets is
appointed, or if Lessee shall be divested of its rights,
powers and privileges under this contract by other operation
of law.
(b) If the Lessee shall abandon or discontinue for
thirty (30) consecutive days the conduct and operation of
said fixed base operation.
(c) If Lessee fails to pay when due the whole or any
part of the amount agreed upon herein for rent and charges
and such default continues for ten days (10) after Lessor
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNLYs AT LAW
It /INST START No1ITMMOT
AUBURN. WASHINBTON 6600E
TaLs"W"t 656=1660
S6S•i660
-10-
has demanded payment in writing.
(d) If Lessee shall fail to perform, keep or
observe any of the covenants and conditions: contained
in this contract to be performed, kept and observed
by it, provided that upon the happening of any con-
tingency recited in this subparagraph, the Lessee
shall be given written notice to correct or cure such
default, failure to perform or breach, and if, within
thirty days (30) from the -date of such notice, the
default, breach or complaint shall have not been cor-
rected in a manner satisfactory to the Lessor then, and
in such event, the Lessor shall have the right, at once,
to declare this contract terminated.
22. Lessee's Right of Cancellation.
In addition to any other remedies available to the Lessee,
this agreement shall be subject to cancellation by the Lessee should
any one or more of the following events occur:
(a) The permanent abandonment of the airport as
an air terminal.
(b) The issuance of any Court of competent jurisdic-
tion of an injunction which in any way prevents or re-
stricts the use of the airport and the injunction or
restriction remains in force for nt least thirty (30)
days.
(c) The breach by the Lessor of any of the cove-
nants, terms or conditions of this agreement to be kept,
performed and observed by the Lessor and the failure to
remedy such breach for a period of sixty days (60) after
written notice from the Lessee of the existence of the
breach.
(d) The assumption by the Federal Government or any
other governmental agency of the control of the airport or
SCHNEIDER. SMYTHE. SALLEY 4 VAN BICLEN
ATTORN[w AT LAW
25 FIRST BT11RRT NORTHRART
AUBURN. WABNINOTON 06002
TaUumor 930.1600
Bs0-SBSO
-11-
A.
any portion thereof in a manner which would preclude
the.Lessee from operating under the terms of this lease
or which would substantially restrict its operation
under the terms of this lease. If such an event should
occur, an adjustment shall be paid to Lessee to fairly
compensate Lessee for its investment costs incurred in
the construction of its building. If the parties
hereto cannot agree upon a fair compensation, the matter
shall be arbitrated with the arbitration method being
established as set forth in Paragraph 32 hereinbelow.
(e) If the Lessor should develop, change or alter
the development of the airport in such manner that would
substantially preclude, prevent or hinder the Lessee
from operation under the terms of this lease. If the
lease should be terminated either under this section or
the previous section, permitting termination by the
Lessor in the event of governmental restriction, or sub-
stantial interference, and thereafter the site should
become available, or a similar site should become avail-
able, the Lessee shalt have the right to lease the site
on the same terms and conditions as contained in this
lease, or, if the same site is unavailable in its pre-
vious condition, alternatively o. the same terms and
conditions as offered to any prospective Lessee. This
right shall be effective only if the Lessee has faith-
fully performed all of the terms and conditions of this
lease and if land and premises are available at the
Auburn Airport for development.
23. Holding Over.
In the event Lessee shall hold over after the first term
herein created, then such holding over shall be a tenancy from month
to month only and governed by the same conditions and covenants as
SCHNEIDER. SMYTHE. SALLEY $ VAN 91CLEN
ATT011NKV8 AT LAW
t• Fier Nnr N0IITMSA9T
AUBURN. WASHINGTON 9000i
7rUWNOMN 822-1660
8snse90
-12-
contained in this lease.
24. Notices..
All notices given or to be given by either party to the
other shall be given in writing and shall be addressed to the party
at the addresses hereafter set forth or such other address as the
parties may by written notice hereafter designated. Notices and
payments to Lessor and notices to Lessee shall be addressed as
follows:
Lessor
City of Auburn
20 "A" Street Northwest
Auburn, Washington 98002
Lessee
Sky Services, Inc.
400-23rd Northeast
Auburn, Washington 98002
25. Amendments to be in Writing.
This lease sets forth all of the agreements and under-
standings of the parties and is not subject to modification except
in writing signed by both parties.
26. Successors in Interest.
The covenants herein contained shall, subject to the pro-
visions as to assignment, apply to and bind the heirs, successors,
administrators, executors and assigns of all the parties hereto; and
all of the parties hereto shall be jointly and severally liable here-
under.
27. Waiver. The acceptance of rental, landing fees or any other
payment by the Lessor for any period :.1 periods after a default by the
Lessee shall not be deemed a waiver of such default unless the Lessor
shall so advise the Lessee in writing. No waiver by the Lessor of any
default hereunder shall be construed to be a waiver of any subsequent
default by either party. After any default shall have been cured by
either party, it shall not thereafter be used by the other party as
the grounds for the commencement of a..y legal action under the pro-
visions of this agreement.
28. Destruction of the Premises.
In the event there is any destruction of the premises either
SCHNEIDER. SMYTHE. SALLEY & VAN BICLEN
ATTORNt1/S AT LAW
19 tIIMT S=MT NOIITN9AST
AVS=. WASHINGTON 99002
TwnwNa 999.1990
99s•s990
-13-
whole or partial due to fire, earthquake, acts of enemy, the elements,
casualties, latent or patent defects in the construction of the prem-
ises or any other similar matter beyond the reasonable contraol of the
parties so that the Lessee cannot fully enjoy the premises, improve-
ments and equipment thereon, and Lessee shall notify the Lessor to
that effect, the rental payable hereunder shall be equitably abated
from the date of such notification until such time as the Lessee shall
repair and restore said premises, improvements and equipment to a
suitable condition. Lessee shall make restoration of the leased prem-
ises within 150 days of its damage or destruction.
29. Defaults.
If, after default under the terms of this lease by either
party, the non -defaulting party employs an attorney to enforce any
right or claim under this agreement, the prevailing party shall be
entitled, in addition to any other damages, to recover a reasonable
attorney fee and a reasonable accountant fee if such accountant is
necessary for the determination of any sums or damages due under the
provisions of this lease.
30. Ownership Reversion.
Subject to Paragraph 18, and subject to the right of
Lessee's building finance institution to assume the Lessee's rights
and obligations herein in the event of Lessee's default to said
finance institution. At any time this lease shall terminate, the
building, alterations and additions stall become the sole property
of Lessor and the freehold interest of said structure shall be vested,
in fee simple, in the Lessor.
31. Option to Renew.
(a) If this lease shall be in force and effect on
the date of expiration of the original term, and the
Lessee on that date shall have fully complied with the
terms and conditions of this lease, Lessee may elect
to renew for an additional thirty years (30) beginning
with the expiration of the original term. To exercise
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNLY6 AT LAW
19 FIR/T START NORTNGfr
AUBURN. WA9HINOTON 9600E
T[LwIIOH[ 636.1060
639.2660
-14-
i
this option, the Lessee shall give the Lessor at least
one year's (1) advance notice in writing.
(b) In the event Lessee shall exercise its option
to extend the initial lease term as hereinabove provided,
all terms and conditions of this lease shall apply during
the extended term, except the rental to be paid therein,
which rental shall be agreed upon by the parties at the
time of the exercise of said lease extension. In the
event the parties are unable to agree upon the amount of
the rental to be paid for the extension of the lease term,
the same shall be fixed by an arbitration committee con-
sisting of three persons, one to be selected by the Lessor,
one to be selected by the Lessee, and the third to be
selected by the two persons selected by the Lessor and
Lessee. The decision of a majority of said arbitrators
shall be binding upon Lessor and Lessee as the amount of
the rental for said lease term extension; provided, how-
ever, that the rental rate shall be subject to readjust-
ment at the expiration of each five-year period of the
extended lease term in the manner provided in Section Six
of this agreement. The arbitrators shall be appointed
not less than six months of the commencement of the lease
term extension and shall submit .',eir rental termination
findings to the parties hereto not less than three months
prior to the commencement of the extension of the lease
term.
32. Additional Obligations Assumed by Lessee.
(a) Lessee agrees to operate the premises leased for
the use and benefit of the public and
(i) To furnish said services on a fair, equal
and not unjustly discriminatory basis to all user thereof, and
SCHNEIDER. SMYTHE. GALLEY & VAN SICLEN
ATTORN[YO AT LAW
as FIRST 8fl 5T NOUTIRAST
AUBURN. WASHINGTON Rao"
LR Tt/NONR 832-1600
age-i6W
-15
(ii) To charge for, reasonable, and not unjustly dis-
criminatory prices for each unit or service; provided, that the
Lessee may be allowed to make reasonable and non-discriminatory
discounts, rebates, or other -similar types of price reductions
to volume purchasers.
(b) The Lessee, for himself, is personal representatives,
successors in interest, and assigns, as a part of the consideration
hereof, does hereby covenant and agree, as a covenant running with
the land, that (1) No person on the grounds of race, color, or
national origin shall be excluded from participation in, denied
the benefits of, or be otherwise subjected to discrimination in
the use of said facilities, (2) That in the construction of any
improvements on, over, or under such land and the furnishing of
services thereon, no person on the grounds of race, color, or national
origin shall be excluded from participation in, denied the benefits
of, or otherwise be subjected to discrimination, (3) That the Lessee
shall use the premises in compliance with all other requirements
imposed by her persuant to Title 49, Code of Federal Regulations, /
Department of Transportation, Sub -Title A, Office of the Secretary, j
Part 21 Non -Discrimination and Federally -Assisted Programs of the
Department of Transportation -Effectuation of Title VI of the Civil
Rights Act of 1964, and as said regulations may be amended.
(c) In the event of breach of any of the preceeding non-discrim-
ination covenants, Lessor shall ha-.,o the right to terminate the
License, Lease, Permit granted herein, and to re-enter and repossess
said land and the facilities thereon, and pull the same as if said
lease had never been made or issued.
DATED this 2 day of`� 1978.
C OF AUBURN, WASHINGTON SKY SERVICES, INC.
Pr
Its President
(Executed by Sky Services this
day of June, 1978.)
SCHNEIDER. SMYTHE. SALLEY & VAN SICLEN
ATTORNEYS AT LAW
!Y FAST STRUT NORTNtADY
AUSURN, WASHINGTON 98002
TaLpMONi 83$-ISGO
�sna4so
-16-
t
33. Additional obligation of the Lessor.
The Airport shall pay related costs to provide culvert and fill
for the drainage ditch along the northern edge of the property.
DATED and SIGNED this 16th day of May , 1978.
CITY OF AUBURN
R
ATTEST:
Ae
h n
City Cler
APPR VED AS TO FORM:
City Attorney
The Lessee, SKY SERVICES, INC., acknowledges and approves the addition of
paragraph 33 to that certain Fixed -Base Lease at Auburn Airport Agreement at the
Auburn Airport, as authorized by Auburn City Resolution No. 866, dated February
21, 1978.
DATED this �� day of TUNE 1978.
SKY SERVICES, INC.
2—z
President
---------------------------------
Additional obligation of Lessor
City of Auburn - Sky Services, Inc.
Page 17
ATTEST:
City Clerl 1111
APPROVED AS TO FORM:
C � u
Cit ttorney
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this day of 1/1144 11 1978, before me personally
appeared �lu .�.,Q ,s., i%%l&h, , to me known to
be the yjJ�!I-q &•j 61y" / of the corporation that executed the
within and foregoing instrument, and acknowledged the said instrument
to be the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned, and on oath stated that _2Lhetj
w4A,e,authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year first above written.
NOTARY PUBLICn and tor the State
of Washington, residing at n
SCHNEIDER. SMYTHE. SALLEY ak VAN SICLEN
ATTORNLYO AT LAW
!f RIRWT /nlnT NORM ST
AUNURN. WAGHINOTON 98002
T91AN"O/IR 833.1660
ps.Sseo
-18-
STATE OF WASHINGTON)
)ss
COUNTY OF KING )
On this day of 1978, before me personally
appeared I I
U to me known to
be the _ of the corporation that executed the within and
foregoing instrument, and acknowledgedthe said instrument to be the free and
voluntary act and deed for said corporation for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute said instru-
ment.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
Notary Tublic in and for
Washington, residing at
Page 19 and Last
r EXHIBIT "A" '
That portion of the J. Brannan Donation Claim No. 38 situate in Section
Township 21 North,.Range 5 East, W.N. described as follows:
Baglnning at th@ northeast corner of the J. erannah bdution Clai►p $6
a' thence N 88°49'52'' N 430.01 feet; thence S 0152125" W,2320.42'Xi et to`t
Tr':Point of Segit{ni'ngj thence continuing S' 0°52'25, N 260.00 feat,j th
y N 88.53143" W 530.00'feet; thence N 0052125" E 260.00 feet; the�c44 S.88
' S 530.00 feet to the True Point of Beginning LESS the saxt 25 fret for
situate in the City'.of Auburn, King County, Washington..
3.01 Acres
ry
i
,
Rainier National Brink
First South Stacy Office
2265 1st Ave. South
Seattle, Washington 98134
When Recorded Mail to:
Rainier National Bank
First South Stacy Office
2265 1st Ave. South
Seattle, Washington_98134 Reserved for Auditor's Use Only
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum") is made on this 16th lay of June, 1978 �
between the City of Auburn as ("Lessor") and Sky Services, Inc., a Washington Cor-
po'cation, ("Lessee").
1. For good and valuable consideration, the receipt of which is hereby
ac:cnowledged, Lessor has Leased to Lessee for a period of 40 years., commencing on
or about the 1st day June, 1978, and terminating on or about the Y_st day of May,
2018, upon the terms and conditions of said lease, on certain preen 7ses in King county,
Washington and as more particularly described in Exhibit. "A" attached hereto.
2. The specific terms and conditions of the aforementioned lease are fully
set forth in certain lease agreement dated February 27, 1978, between the parties
hereto. Reference is hereby made to said .leases and, by the reference, are made a part
hereof as though more fully set forth herein.
3. Lessor and and Lessee, by these presents, do hereby acknowledge the
execution of said leases.
IN WITNESS WHEREOF, this Memorandum is executed as of the day and year
first above written.
Citv of u urn
BY
Sky Services Inc.
ITS
State of Washington ) SS.
County of King )
On this 21(] day of June 1978, before me personally appeared
and
to me known to be the and
of the corporation that executed the within and foregoim; in-
strument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation, for the uses and pur-
poses therein mentioned, and on oath stated that they were authorized
to execute said instrument and that the seal affixed is the cor-
porate seal of said corporation.
In Witness Whereof I have hereunto set my hand and affi:ced my
official seal the day and year first above written.
Notary Public in and for the State
.of Washington, residing at
in said county
r
EXHIBIT "A"
5 That porvift of the J. Brannan Donation Claim No. 313 situated
` in Section'7, Township 21 North, Range 5 East, W.M. Described
as fO110W13:
Beginning at the northeast corner of the J. Brannan, Donation
Claim No. 38, thence N. 88 degrees 49'52" W. 430.01 feet:; thence
S 0 degrees 52'25" W. 1320.42 feet to the True Point of Beginning;
thence continuing; S. 0 degrees 5225" W. 260.00 feet; thence N.
88 degrees 53'43" W. 530.00 feet; thence N. 0 degrees 52' 25" E
260.00 feet; thence S 88 degrees 53' 43' E. 530.00 feet to the True
Point of Beginning less the east 25 feet for street, situated in
the City of Auburn, King County, Washington.
3.01 acre;
;� 6
AMENDMENT II
TO LEASE AGREEMENT BETWEEN THE CITY OF AUBURN
AND SKY SERVICES, INC.
THIS AMENDMENT II made and entered into this 4,Jday of
19�, by and between the CITY OF AUBURN, a municipal corporation of the
State of Washington, hereafter referred to as "CITY" and SKY SERVICES,
INCORPORATED, a corporation organized under the laws of the State of
GO
Washington, 1725
"E" Street N.E., Auburn, Washington 98002,
hereafter
i�
p
referred to as "SKY
SERVICES, INC."
"4
WHEREAS, the
CITY and SKY SERVICES, INC. entered into a
Lease Agreement
"4
(the "original Lease
Agreement") on February 27, 1978, for
the lease of real
`0
property in the
City of Auburn, Washington, located at the
Auburn Airport;
and
WHEREAS, pursuant to that original Lease Agreement, the rental rate is
subject to adjustment at the end of each designated five (5) year period of
the lease term; and
WHEREAS, the CITY and SKY SERVICES, INC. entered into a Rental Rate and
Rate Adjustment to the original Lease Agreement on January 3, 1984, pursuant
to the original Lease; and
WHEREAS, in accordance with Section 6 of the original Lease Agreement,
the second five (5) year period of the lease term has ended and it is time
to readjust the rental rate;
---------------------------
Amendment II -Sky Services
Page One -Agreement Disc #7
8/8/89
Resolution No. 2003
NOW, THEREFORE, in consideration of the mutual covenants of this
Amendment II, and the terms of the original Lease Agreement, the parties
agree as follows:
1. PURPOSE
The purpose of this Amendment II is provide for an amendment of the
rental adjustment procedures set forth in Sections 6 and 31 of the original
Lease Agreement.
2. RENTAL RATE ADJUSTMENT
The parties agree and understand that during the five (5) year
period commencing on the effective date of this Amendment II, the applicable
rental rate shall be as follows:
Rent
$1,295.80
In addition to the specified rental rate, SKY SERVICES,
INC. shall pay to the CITY the Washington State Leasehold
Excise Tax at the current tax rate.
3. RENTAL RATE AND RATE ADJUSTMENT
Section 6 of the original Lease Agreement is amended in its entirety
and replaced by the following:
6. Rental Rate and Rate Adustment
The rental rate for each five (5) year period shall be
subject to adjustment as follows:
(a) Six months before each five-year anniversary date of
the lease term, the Lessee and Lessor shall determine the
appraised rental value of the leased land herein. The
---------------------------
Amendment II -Sky Services
Page Two
8/8/89
Resolution No. 2003
appraisal shall be only of the land and shall exclude the
building improvements. The appraisal will be conducted
by a qualified MAI appraiser agreed upon by both the CITY
and SKY SERVICES, INC. in accordance with the following
procedures:
(i) The appraisal shall be based upon land values and
rates of comparison of property from those airports
selected by the appraiser with similar facilities and
attributes as those existing at Auburn Municipal Airport.
The appraiser shall make the final determination on the
list of comparable airports and this list will be binding
upon the parties.
(ii) The appraiser shall further consider any proposals
or memoranda submitted by either party pertaining to the
Cq
appraisal and will analyze said proposals and conduct such
cc
investigation, interviews and discussions with or without
the parties as the appraiser feels necessary; and,
(iii) The appraiser shall make a written determination of
the rental rate within 75 days of being appointed.
(b) In the event either party objects to the appraiser's
determination of the rental rate, the party may apply to
the King County Superior Court to have the rental rate
determined by arbitration. The arbitration will be con-
ducted in accordance with the rules and procedures for
mandatory arbitration of civil actions in King County
Superior Court. The arbitrator shall take due account of
the factors for adjusting the rent which are set forth in
paragraph (a) above.
(c) The final decision entered in the Superior Court pro-
ceeding shall be effective as of the scheduled commencement
date of the five-year lease period.
(d) During the interim of each five-year lease period,
the rental rate in effect at the start of the period (the
"base rent") shall be adjusted beginning with the thirty-
first (31st) month by taking the percentage of increase or
decrease since the start of the period in the Consumer
Price Index ("CPI") of the Department of Labor for the
Seattle -Tacoma Metropolitan Area multiplied by the base
rent.
---------------------------
Amendment II -Sky Services
Page Three
8/8/89
Resolution No. 2003
4. OPTION TO RENEW - RATE ADJUSTMENT
Section 31(b) of the original Lease Agreement is amended and is
replaced by the following:
(b) In the event Lessee shall exercise its option to
extend the initial lease term as hereinabove provided, all
terms and conditions of this lease shall apply during the
extended term, including the rental rate adjustment proce-
dure set forth in Paragraph 6, as amended by Amendment II.
5. EFFECTIVE DATE
The effective date of this Amendment II shall be as of June 1, 1988.
6. ORIGINAL LEASE AGREEMENT
All other terms and conditions of the Lease Agreement between the
CITY and SKY SERVICES, INC. entered into on February 27, 1978, shall remain
in full force and effect.
DATED this day of 198J
CITY OF AUBURN
e
MA 0R
ATTEST:
A-'/� A��
Gayle Prutcher, Deputy City Clerk
---------------------------
Amendment II -Sky Services
Page Four
8/8/89
APPROVED AS TO FORM:
/--
MarTue iellentrager, City Attorney
SKY SERVICES, INCORPORATED
BY:
W TITLE:
BY:
TITLE:
STATE OF WASHINGTON)
)ss
COUNTY OF KING )
On this 2.Ct, day of 1988, before me, the
undersigned, a Notary Publ' in a d for th State of Washington, personally
appeared BOB ROEGNER and ��, to me known to be the Mayor and U Pal,
City Clerk, respectively, of the CITY OF AUBURN, WASHINGTON, the municipal
corporation that executed the foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said municipal
corporation, for the uses and purposes therein mentioned, and on oath stated
that they are authorized to execute the said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal on the date hereinabove set forth.
NOTAgY PUBLIC in and for the State
of Washington, residing at
My Commission expires:
---------------------------
Amendment II -Sky Services
Page Five
8/8/89
Resolution No. 2003
STATE OF WASHINGTON)
)ss
COUNTY OF KING )
On this 1 S day of 'r,_D, 1988, before me, the under-
signed, a Notary Public in and for the State of ash'ngton, duly commissioned
and sworn, personally appeared
and , respectively, of SKY SERVICES,
INCORPORATED, the corporation that executed the within and foregoing instru-
ment, and acknowledged the said instrument to be the free and voluntary act
and deed of said corporation for the uses and purposes therein mentioned,
and on oath stated that they was authorized to execute the said instrument.
IN WITNESS WHEREOF, I have
seal on the date hereinabove set
---------------------------
Amendment II -Sky Services
Page Six
8/8/89
Resolution No. 2003
hereunto set my hand and affixed my official
forth.
\L
NOTARY PUBLIC in and for the State
of Washington, residing at
My Commission expires: 5--) g 't
RESOLUTION NO. 3 0 6 5
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN.
WASHINGTON, AMENDING THAT CERTAIN FIXED -BASE LEASE AT
AUBURN MUNICIPAL AIRPORT FOR SKY SERVICES, TO REFLECT
ADJUSTED RENTAL RATES EFFECTIVE AT SPECIFIED TIME PERIODS.
WHEREAS, on February 21,1978, the City of Auburn (hereinafter referred
to as the "CITY"), approved Resolution No. 866 and entered into a forty (40) year
fixed -base lease with SKY SERVICES ,INC." (hereinafter referred to as "SKY
SERVICES") wherein the CITY agreed to lease certain real property and facilities
to SKY SERVICES at the Auburn Municipal Airport; and
WHEREAS, on May 15, 1978, the City Council adopted Resolution No.
893 executing "Amendment I" to the Lease relating to paragraph 33 and
additional obligations of the Lessor for culvert and fill; and
WHEREAS, on October 2, 1989, the City Council adopted Resolution No.
2003 executing "Amendment II" to the Lease adjusting the rental rate for the
subsequent 5-year period and establishing amended procedures for determining
future lease rate adjustments; and
WHEREAS, on April 30, 1998 the City Council adopted Resolution No.
2956 authorizing the sublease of the SKY SERVICES premises to Auburn Flight
Service, Inc. which in all other respects continued to implement the provisions of
the Lease Agreement as amended between the CITY and SKY SERVICES, and
WHEREAS, in accordance with the Lease as amended, the five-year
adjustment period expired on June 1, 1998; and
WHEREAS, in accordance with the provisions of the Lease as amended,
the CITY and SKY SERVICES along with AUBURN FLIGHT SERVICE agreed to
retain Bruce Allen of Bruce Allen and Associates, Inc. to undertake an appraisal
of the SKY SERVICES site and recommend an appropriate lease rate for the
subsequent five-year period expiring on June 1, 2003; and
WHEREAS, the CITY and SKY SERVICES along with AUBURN FLIGHT
SERVICE have successfully negotiated a new rental rate agreement and all
Resolution No. 3065
March 5, 1999
Page 1
parties have agreed to continue all conditions of the original fixed -base Lease as
amended except for the condition expressly stated below. -
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
RESOLVES AS FOLLOWS:
Section 1. The fixed -base Lease approved by the CITY pursuant to
Resolution No. 866, Resolution No. 893, Resolution No.2003 and Resolution
No.2965, wherein the CITY leases certain space to SKY SERVICES at the
Auburn Municipal Airport, is hereby amended to include the following condition:
1. NEW RENTAL RATE: The new rental rate shall be
computed as follows:
a. immediately upon adoption of this resolution by the City
Council, the rental rate shall be computed based upon
$0.18 per square foot per year plus State Leasehold Tax.
b. On October 1, 2000, the lease rate shall increase to
$0.20 per square foot per year plus State Leasehold tax.
c. On February 1, 2002, the lease rate shall increase to
$0.22 per square foot plus State Leasehold Tax.
d. On June 1, 2003, the lease rate shall be amended for the
subsequent five year period subject to the terms of the
lease.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
0
DATED and SIGNED this LIE day of 999.
CITY OF AUBURN
Cv- Ite't l$ 19'�ac
CHARLES A. 8OOTH
MAYOR
Resolution No. 3065
March 5, 1999
Page 2
ATTEST:
J '/2 J,CJ\/
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
SKY SERVICES, INC.
By:
BILL BLACKWOOD, President
G:1pklskyservreso
AIRPORTIRES3065A
Resolution No. 3065
March 5, 1999
Page 3
Sent By: M;* Rainier National. Bank Auburn;2532881795; Jan•21•00 11:43A8; Page 2
ATTACHMENT B
Whm rrsaded r Mrn W,
W. RAIWER NATIONS NK
W1 Roomvw
Enumclaw, waaditw t1ea22
GtarMor.
• Addtoonr mWW on P+Oa _ dWAM rtt.
Oti1r:
� Aootmnal mere otf papa Of dOG7frMnj. ._.._ _..
("WWO SDeva VU Ina for rav cwg s>ulpan1
LAWWao ufx SUBGRCiNATtON
of
Far atAm from MT. RAINER NATIONAL $IWK
1, OATE AND PAPIT1ES Ttft La Ood U9n SubwdkMOort Agraarmat (Af$@r ) ;a dttn0 Jammy 70. 2DOD. and to
ps I" am tee tgEowm
90"Nowm,
Af,IMUtN RAW Se1Wfx, INC.
A WASH&WON comemllcm
80921A0 AVENUE NE
ALISO N. WASHINGTON Il
To I.D. • 91 -119T147
LANOLcm (LEoI I.
c"Y OF JulUIllil
a WASKI CiTON MUNKNPALITY
SAMu:
WT. PANIP WITIONAL &W
a naYand iMYMfNIq aaaea•aon
W RooawreII
it w4wr, wnharpton as=
TO I.D. # W-1gE241m
2. COUGAPON5 OEFMIEM TtWWM'Ob*pagm M ddlmd r and Indudw 09 tel�aMit�
A. A P46 ismV neM. Me. IMIN IV, (Nosh dWd JA W V 10, 2W. 00 atrautad or AUBURN FLIGNT
SERVICE. M (OortowO pwaaa M ft mdw Of &M. wMah 5 ide cm a ban (Umn) fa bnawer In as
I WjM of SBOAD0.00. PW I m m MW M oxIs dom laflrlook mo~~wet mft tubone Maud.
8. AN UGOCWMO o019dlom. now axttlrt0 or haraatre w*rg, to ft aetarr UWI Wrp of tpa PrapwIlr a CoNeWN
(M herab &Wdrao Je mcm* -awrO r Is romprottibrtad by Lm, imkx9 p but not Wrftd to it bobs for
evadrafia .I advartoaa rnada DY Yartle en tlonowora lfonatf a arAfgM>tad ly► thl! AgreerrrMM attd lablibaa r
guwanbr, andoraar or am*. of Jlortwall to DW. d n of to '.ta cm dud, d reat of WA wL abaolvo as
L.M lrOKdwuOA-e.Ydlw teJtON. a.n�«.ly�rw, re l4 CrA,�,YM WA-/}lltpMilO-0 LMiW _ _
AuaYrrM rue"T OVIAMa " ACAO AXVFAOEVnrrCM MXLDw0 FORANY REMAeOMie PF%hUrOMa- PAOa i
Resolution No. 3181
Exhibit B
Page 1
Sent By: Mt' Rainier Naticrta_ Balg Aub�rn;2532001795; Jan-21-CO 11:43AU;
Page 3!S
constipm. prn wy or rrecondary, lkpidatod or unllgtrldatad, or punt esuwal, ar port and several.
s DESCRIPTION OF THE COLLATERAL. Bank and Landlord haw or msy emirs NM+WY, calmer Ift or contractual
horse, security httwub of ouwr lmoreant In to do pweonsi prop" (CoMmral), T" Coward inchides supplies and
soma or an other personal prop" locaasd In or upon the promily, together with .accessions, acaasotea, addfdone,
ca h, 111Qngs, Increaser. lnsuranos ttsnaft and wocesda, Para., producer, prolha. rekswe* WO, reptaoWMrIM, ,pedal
toot and subsae+sons, wtwravw Ioealwd, WFWJW or not hold by a Dallas Ise the bent of The Bcrrgwrf. The tam
"Co 4w4r' apeafkaNy Includes, but is not IkN+ad to.
SEE *TT IHfT "I" ATTACAEDMJUnUAM WAD[ A 1' RT HEREOF.
Sorm or ad of ins Collateral Y of may become wcaisd on, aftad to or ahwwAa snacked to Fed awts reseed Dy
LAndlortl to Borrower and W90y aowibed as tollows:
In order For Borrower to outlaw the Loan, Bank Tecyuh* lw tendlertl st.botQMto tA*c1b d's-ata m* y, oornmor. law or
CordraMto BEng. secutfty WArWA of WW Intwesta In or on Barloww't COwtuersl, at described abotre, w Sanies
ilacm lrnaatit true wen tx.piaoed on she Couaural to swuxs The Loan end OEpgaftr a. Landord ackgowledpea that it
will ben lit from the Loan and Oftetfons to Sonovra. wane to assist Som mm in ObAnog The Loan and Obllgrtions.
and b wilkn9 to sit dire, Lwoores saeiutory. cwrr*n law of Coneectual Mons, security interem or olner intent in
or on His CeNawal In order to do to.
s CONSMERATION. To utduns Bank to make tho roan to Borrower, to anew Borrower to lnar the ObWallons to Bank
wtd tof COW vallrage Cortsrdwaeen, ohs-terldptandaldtloeaey at whcb a anknawfa W by lanaord. Landlord agrow
to thers, and aond'boM c:ornaansd In this Agrewr.ertl.
tt SUSOP.OINATION. Lanauord uftrdna w to Bank any and all statu", con— low of contractual pens, sow"
Hllareata or other Inlaroita In or on the Collateral that Landlord No or AM acquire. Pf{oAeee rgtaw be deten'1Md by Ivey
except se otherwiew provrdad !n this AV"M*nt.
a. CONDnVN PRECEDENT, C Bwsca aecwity.Irasrsst Is wrMy or partially unpwlected or avoidadols, than the
AWsernenta wAxwtanaaon and reotderklg of pfiorlaes will not sppty am m that Nrpwtected or awokisgle portion of the
CzAssa al,
7. PRIORITIES. Ttns Agrewrwn's w Willi idle n and prkxsbs.w.spplicabla mCardress at Ism .t m x ordw in which the
stsarbry, COMMA Nor Of eorntaMAI UM. secuft Interests or other Inaraft were aftched. peAsetsd, flail or
recorded, This AgwarnaWs subdrdinallon and prioriiew ale also applicable of TAL Lilu s to gave a written
nodes of the acquisition of a Pureha a nxiffey swmfity linweet or hen.
9 POSMNEMENT OF RIQW4 . Urff 8anit Visa landlord wrkssn nuke that Barown fm ratAfad A"lli Batons owed
to Bar* and Sank wmnstsa or mWevas Its semim interest In this Collateral. Landlord will not do any of the ioflowing:
A. Enbros see statutory, awnreon law or coneocarsl liens, srtoudly iaKOM of ~ Iniber" .
B Lwy womMon on the Cobleral.
C. 1401V arty actAufll debtpre Of othsf obngoro of Its eubordi tatty atawtory. Common law or conlraatuat nano.
swurSy kNw"10 or ather Inawata In The I: , I etlS
D. Otitutfwlse vftIars w11h eank'a ttslartry trttarsaa kt the Catuwal.
Lan=(d apceea mat Bw waea Obn901110 a 19 Bank and ins AWeernem setae be arily r"Nod anal ehan co *%A as If no
such peymwnt had wen nods, when a cart invaadefes, voids or aft adds airy Of Bort WWg payments on Obllgafors
Owed to Bank and requwaa Bann To return prose parmems to a Trustee or another pasty.
a. BIGHT OF ENTRY, INSPECTION AND F&WOVAL 6ank's w9 wised agents nary enter fffs real property at any turn to
ieafan, rnlach, lid or locale the Collateral on the reai property at to inspect the Col oweL Altar any dalwAl on
Borrower's 01149OWns to Dank. Banks autimised agwn r "teal also enter to real pmpefly at arry thrns to WTO" Oro
conduct a sob of any or tit otlhe Cowawal.
10. REAL PROPEATY'S VALUE. Lsndad spscftaMy walvse the tight to demand adagctws tiseurlty aoa ratrnsu OWAIGnt to
any darllagea b the Tadsty or fOf stmy dlntimun ed DFe #" property's rr 6— wiser Leona-etnh led awtla
rWwft The CWWWAL Sorfwvw, not Sank, Is r%WorlsiWo and mists for 1M real: propwfy s condition befors Yid after
MY forwel of :he Collateral. .Beak abaa.aeeoulr to Landord for whet berYt.ColraCfs Dr r*M4es an the sale of
diapoalaon of tfw CallaNral a = POOrQ Bonvrw'a obugadona 10 Bank.
11 AGREEMEWS BY LANDLORD. W1dlord tatnlCy agFwM Jka Bast shah trs andef no stud or yadYt�yritft mop" to the
proteC110m, pr"Wo0on of collection of the Coanerd or ON rigtuw panainrng.Mae" bwyond the trans altNDO of
documents and uvqun wft in to powaaabn, Out " be wabb m Il000ltnt lv Lett 2xd.ICI. atilt wool Sank ootlaca or
rwalwa am A.
12, ADDITIONAL DOCUMENTS. LwMfd shall Gxewls any VAO*D tal doourneM relating to urns Agr wro" and ragwred
U6A8W00rd1A2n0n-L8Ad1aM Nltes�.eNI�/■Ayrr.wa ncetCove-MN,W►-/1•rt1M6-tlO-a Woslfi _
AV6VRM CLIGNT Dlr TOM0 "n EAOANY PACC WN.CN WILLOWS FOR ANT IQMAINING "ROYra10Nti:• ^—PAOk r
� e'a a i �• T1 a a
Nlichael J'". Reynolds,
City Attorney
Resolution No. 3181
E�bit B
Page 2
Sent By; Mt" Reimer Nat,ana: nark Aut;urn;2532881795; ,lan-21 -00 ":44.W; Page 4/5
by Bank to CAM out the Inlerrton expressed In INS Altreerrant.
13. NO O&AATION TO 6ANOLOR0, No ktou". winch Bank mar grant the eorrowar, AM no Omer action which Bndt
dr ilorrowilr Ywtn tna ODrtsert Of Bents hey take or rQnM from tdw q with reopen a enr Indebita&a s of Boftwor 10
Bents, Of wbh respect to any 11-0110 01 nWs npreeandng me cams. or any aeou�My 1ReMoi, or with arq afnmenp or
agreanenn (irtduirng gu smlee and srtdoreerrMnte in oovreceon tharewlth). Shaft affect INS AareertterA or t o
subordination by Landfofd hereunder.
Any WSNW or any indutgsnos Oy Bank W the undortigned shall apply onfy to the telparate occaaan thereof and !hall not
affect the ftibordlnoton of Landlord hereunder. Alt aunt reeked by Sank at any rev or erFW may be applied by ft to
the prktclptr and/or rnWfm of any Of perrower's frt0eblednptw ID BW*. whetter or not then due, in such order se ftM
Rely delerrtWe proper.
14 TERM. Tale Agreernert shalt ov In elfact until lobe OrAgvlorte are %IV and finally petal.
ia. THIRD PARTIES NOT BENEFITED. This Agr*~ a only for the bor*M pf Lendler+d and Sank wdstW not oe for it*
beneAt Of any suer PWW, L611401`0 and Sank Mrya any and all til Char reepectm rights and 9ecurly WereM or
Buis in or on .he Collateral. ana agamet Bonewer and ally iElrd piety WMired cr*MM of Ilan hot0era
f a. NOTICES. Landlord and Sank agree 10 quicitly to" the otter when its name or a0efyee changes.
17. GENERAL PROVISIONS.
A. ME IS OF THE ESSENCE. 'cane is, of the essence In Lartdrord's pwfam.*—=e of its a."" a.d �b4glrtiom
imposed by this Agreement
B. -NO WAIVER SY BANK flank's soaves of dad% or BanFc's forbearance tram, at delay In. its eeerclam of arty
of darwe rfgtm, rernodles, pfivaegee of fgfhf to Oviat upon Larobrd's stict perforftrorroe of any orCttislons
Committed In this ATeenvord, of other loan documents!, shall not be a:nmeued as a walwr by Bwk,. uVeas any
with weaver Is to wt" and is "mod by Bank.
C AMENDMENT. The Provisions tomato In ft AgTW.w slay not be areridad. except 0voup a wrtttein
arnendmantwhich n stgnod by landlord ad Bar*.
D. INTEGRATION CLAUSE. ThM wdRert Agreement and all docameftbt asactaed oor+eurrer0ly heter+ttt, represent
Its erttlre understanging Witiven the prtiea a v the Olbi llf its and rner lot be tpniraokmad by W Ottce
of prier, 09tilemporreouL of submqusar.ocai-agroowAm all ths.penlee.
E. FURTHER ASSURANCES. Landom apace, upon request of Senk s" within the nine Bank spoclftss, to
provids try, intomutmn, and In eaactae, MKI'lowbalge, deMwar and rewd or ale such Turther iniselFrtent9 or
doeurtanls a stay ar tnaquead-by !'late tw aeceaa�heaaete a aerthrrrt any acne
F. GOVERNING LAW That AWWVWM small be goYOW " the I4*1 01 the Stalls of WASHINGTON. Prov:444
that such taw we not vipuwim Rivernptatl bill I"Wal lawn and rogubwm.
G, MRUM AND VEN4E. In the eWM of MggrNon pwtWr*q to t61a 11,: the a rotuafve lownt. Yemn and
plena of poledeeon rrlteq be in the Star of WASHMMON, unleas olharw tm dedgtuwd In w" by wanly or
atfrerwraeaeWAreld by leer-
M. SUCCESSORS, This AgfWWO ehatf. IRS M to ftte beneM of arA bed IrehmL pearl" repreee-MM.
euwa eore Am sagas of ma.saran: provaaa William. mat LswWa RW no $mark aaoaer or tsoopft
any of to A" or o0ortione under this Agaernerd.
1. NUMBER AND GENDER. Whertlre, Used. We 80MUtar atlas inolude into plural, the plural tho singular, W44 the
use of any pander shall be ttpplicaEle ID all ganders.
J. DEFINITIONS. The wrne Iced In Ulla Aq varrenl, a not ddinad herein, each have arotr rtl0anrrlga as deeded in
the ailher dOdunwRs mewtati xntamporaraouary, or in cofv_wr4 ion, "h this Agr"nisrlt.
K PARAGRAN Hf INIG8 The hem" at tie halpna+ttq d aer paragrapft, or any aftare7sprt. In this
Alinement sms her oonYomerim only and slid not be depoo6m nT Intarpretlnq w comet-ilig be Aemmepl.
L. IF HELD 1.11,1WOFICEME. It sett► FrovM►W Of Ida AignI M *0 b ttald noeftaornaama or void, Coen -such
provision to de edam not OMWVAae Iaa by law L40 be eawefeble hem that reeelnlrtq provWOns ant NW
+n no way seem the &%rceallft of ft (wrAftlr,9 proNsiom na the vall ftof fide Agmertfenl
BOPROWUL
AL BURN FL1QW SERVICE, INC.
WASKINCI M oorpweYwi
SWI
I':GlpWilw lava! milay is inUliI. Ov IaNNrO Ii lttganL;i nOl9fTiit Yi:i 61lY N f iYfAii I
LANDLORD (I,S33011t):
Lion lu0orOlrUllon-lr.l0�oro 10111", 96AWS aT+ta+I+, etc. Bt. Claus. MN WA-eAltta/i-S.tO-a rP,belf
Asa UMMira MT aI,+0/w -MEAV ANY/AQ9WMI^M FOL►dowel FOAANY 0.L MAINING1110VJatON+OC r•Aaf ]
Resolution No. 3181
Exhibit B
Page 3
Sent By: 94t` Rainier riatLonai Baru AuDurn;2532881795; Jan-�I.00 11:44AU;
Page 5/5
CITY OF AUMMM
a WAS14V1GTM MUNK*PAUTY
0":
PINT. AAtartEn MATKIM& BANK
a naboal bwddne A ase+.ren
By:
(•C.'"Into r.dnner be Alh Ad. ma taWr.to•Rrtonto not at too rood" or-6no".t
Porpoll" sear)
STATE OF
M;
CDUMTV OF .__-._... _
I "My " I know ar Iiaiva Zia saery'ovldawe","CLL.E R. OMCAA, PROIDENT * rwd this tnmcnam, on oath
statMd that (h@Ww) was aulhoMd 16 e1100M 1t>• W411PtnMnt and auuaw*dgad N o iM off er d AUBURN Rjaw
SERVICE, INC. , a WASHINGTON conwarbn, to be tta tee and vdurANV so of sw:h party for Ow us- and purposes
rrahinned in (irt affunwl.
Dated•
(SSW
My appolrttrrant empk0e.
VOTARY PUBLIC In and or to stars of ton,
rafidtng at
STATC OF
C06WTY OF
Y:
r cw*y Ing I lutcwor hiw sisrbfaclmyi 6vXhM9 that )OtX)OM signed this irlaEtarnaarr'on oah tnafad that Me/she) V Ms
alahodrae to atwautM no mamaaeta And scknotadadgad a Ae 9% auhorUM oMptalw 364 of .CITY W Ausww a
WASiitfWON MUNICIPALITY b ba tfte hem and voluntary Go of euo pony la the ueaa and pwpoese tfwOonad In
fro wovvnartt
om":
rAA11
My appontkrlwA ewser:
--_.___...--- • — NOTARV PU In end tar Vw Mb of Waahinptoa.
p ,
STATE OF
w:
COUKTY OF
I or" that I know or have saWamn "rim aw 4UOI KRAUSf Monad 0* In*L*iem on oath suftd that t7Www)
was aahonaad to aNtcute uto ItSeptirllMnt ar14 MekrowYdpao tt aM ofuoarataAT. ANMtEA r'1A7101IALdAMK-a-national
bw*Iny as wAWn, to Ds the hw and roauntary act of such pat V for Vw um #M puma "wm *md In 0%
Ine4unant
ton SuSnrCluAtuln-a. slows (qlr"• Manton sylt"a.1K. St. Chad. Atli WA�13-121SSe-i.aO-A ronyu _ . ,.-
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Resolution.Na. 3181
Exhibit S
Page.. 4
AGREEMENT RE ASSIGNMENT OF LEASE Op
This agreement dated as of May 25, 2000 between Mt. Rainier National Bank, a
Washington banking corporation ("Lender"), and Auburn Flight Service, Inc., a
Washington corporation, ("Tenant") and The City of Auburn, a_ Washington municipal
corporation ("Landlord"). Landlord, Tenant and Lender agree as follows:
1. Facts:
1.01. Landlord and Tenant entered into a Lease Agreement dated February 27, 1978 and
recorded under King County Auditor's Recording NO. 7806230483 demising certain real
property ("Property") located in King County, Washington, more particularly described
in Exhibit "A" which is attached hereto and incorporated herein under this reference.
1.02. There are no modifications, amendments, supplements or other changes to the
Lease, oral or written.
1.03 In a separate document, Tenant is assigning all of its right, title and interest under
the Lease to Lender to secure a loan in the principal amount of $280,000.00 which
indebtedness is evidenced by that certain Note dated May 25, 2000 (such Note and all
extensions, renewals, modifications and replacements of such Note are collectively
referred to as the "Note."
2. Landlord's consent to Assignment:
Landlord hereby consents to Tenant's Assignment of the Tenant's interest to the Lease to
Lender, for security purposes.
3. Lender's Rights:
3.01 Lender shall be entitled to completely rely upon the truthfulness and accuracy of
any allegation made by the Landlord concerning a breach or default by the Tenant in the
payment, performance, or observance of any of the Tenant's obligations under the Lease,
to take any action and incur any cost or expense and make any payment that the Lender
deems appropriate in its sole discretion to cure such alleged breach or default.
3.02 Landlord shall accept from Lender fulfillment of any obligation to be performed by
Tenant under the Lease or law.
3.03 If Lender or its successor -in -interest acquires the Tenant's entire estate in the Lease,
the Lease between Landlord and Tenant, shall continue in full force and effect as if
Lender or its successor were the original tenant.
3.04 If the Tenant disaffirms or rejects the Lease in bankruptcy proceedings, at the
request of Lender or its successor -in -interest, the landlord and the Lender or its successor -
in -interest shall promptly sign, acknowledge, and deliver a direct lease between the
Landlord, as Landlord, and the Lender or its successor, as Tenant, containing the same
terms and provisions as this Lease, with a term which will expire on the same date the
term of this Lease will expire, subject to any renewal or extension rights provided for in
the Lease.
3.05 Landlord shall not terminate the Lease nor dispossess the Tenant on account of any
default by the Tenant, unless and until the Landlord gives Lender or its successor -in -
interest written notice of the default and an opportunity to cure the default within a period
of 30 days from the receipt of the notice. If the default is one that cannot reasonably be
cured by Lender within such 30 days, the Landlord shall not terminate the lease so long
as Lender has undertaken a good faith effort to cure the default.
3.06 Nothing contained in this section 3 imposes upon the Lender any obligation to cure
any default on the part of the Tenant.
4. Limitation on Lender's Liability:
4.01 Neither the Lender nor its successor -in -interest shall be required to assume any of
the obligations of the Tenant under the Lease unless the Lender or its successor -in -
interest physically occupies the premises. Under no circumstances shall the Lender be
required to assume any of the obligations of the Tenant which arise after the Lender
makes a bona fide assignment of the Tenant's estate in the Lease. The Landlord shall not
unreasonably withhold, delay, or condition its consent to such assignment.
5. Entry and Sale by Lender:
5.01 Landlord hereby authorizes Lender to enter the premises at all reasonable hours to
perform the following acts with respect to this personal property and leasehold
improvements subject to the Bank's security interest ("Collateral"):
(a) Inspecting the Collateral;
(b) Assembling the Collateral;
(c) Conducting a sale of the Tenant's estate and/or collateral; and/or
(d) Removing the Collateral from the premises.
Landlord recognizes that any interest it possesses in the collateral is subordinate to the
Lender's security interest. Provided, however, that Lender shall promptly repair any
damage to the premises which results from the exercise of the rights conferred by this
paragraph.
6. Lease Modifications:
6.01 The Lease shall not be surrendered, modified or amended without the prior written
consent of the Lender.
7. Miscellaneous:
7.01 Except for the specific modifications in this assignment, the provisions of the Lease
remain in full force.
7.02 This Assignment shall be binding upon and inure to the benefit of the parties to this
Agreement and their successor -in -interest.
7.03 In the event an action is commenced to enforce or construe the terms of this
Agreement, the prevailing parry in such action shall be entitled to recover attorneys' fees
and costs.
7.04 This Agreement shall be'binding upon and inure to the benefit of the parties and
their successors -in -interest.
DATED this 2G%day of , 2000
LANDLORD:
City of Auburn
by: C1jtie�,�
its: Not tloy
by: � faaa��
its: &le,--�
T
TENANT:
Auburn Flight Service, Inc.
J elle R. Garcia, President
EXHIBIT "A"
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO, 38 SITUATED IN SECTION 7,
TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1320.42 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 260.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 260.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT OF BEGINNING;
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF WASHINGTON.
When recorded return to:
MT. RAINIER NATIONAL BANK
501 Roosevelt
Enumclaw, Washington 98022
Grantor:
* Additional names on page of document.
Grantee:
* Additional names on page of document.
Legal Description:
07-21-05 PT NW IN J. BRANNAN DLC #38
* Additional legal description is on page of document.
Assessor's Property Tax Parcel or Account Number:
000080-0011-00
(Space above this line for recording purposes)
LANDLORD LIEN SUBORDINATION
By Landlord
For a Loan from MT. RAINIER NATIONAL BANK
1. DATE AND PARTIES. This Landlord Lien Subordination Agreement (Agreement) is dated May 25, 2000, and the parties
are the following:
BORROWER:
AUBURN FLIGHT SERVICE, INC.
a Washington corporation
506 23rd NE
Auburn, Washington 98002
Tax I.D. # 91-1167747
LANDLORD (LESSOR):
THE CITY OF AUBURN
a Washington a municipal corporation
25 West Main
Auburn, Washington 98002
BANK:
MT. RAINIER NATIONAL BANK
a national banking association
501 Roosevelt
Enumclaw, Washington 98022
Tax I.D. # 91-1462491
2. OBLIGATIONS DEFINED. The term "Obligations" is defined as and includes the following:
Lien Subordination -Landlord (c)1984, Bankers Systems, Inc. St. Cloud, MN WA-92-030299-2.94 Initials _
AUBURNFLIGHT/RE OS/25/00 '*READ ANY PAGE WHICH FOLLOWS FOR ANY REMAINING PROVISIONS." PAGE t
A. A promissory note, No. 100193092, (Note) dated May 25, 2000, and executed by AUBURN FLIGHT SERVICE,
INC. (Borrower) payable in monthly payments to the order of Bank, which evidences a loan (Loan) to
Borrower in the amount of $280,000.00. plus interest, and all extensions, renewals, modifications or
substitutions thereof.
B. All associated obligations, now existing or hereafter arising, to the extent the taking of the Property or Collateral
(as herein defined) as security therefor is not prohibited by law, including but not limited to liabilities for
overdrafts, all advances made by Bank on Borrower's behalf as authorized by this Agreement and liabilities as
guarantor, endorser or surety, of Borrower to Bank, due or to become due, direct or indirect, absolute or
contingent, primary or secondary, liquidated or unliquidated, or joint, several, or joint and several.
3. DESCRIPTION OF THE COLLATERAL. Bank and Landlord have or may acquire statutory, common law or contractual
liens, security interests or other interests in or on personal property (Collateral). The Collateral includes supplies and
some or all other personal property located in or upon the property, together with accessions, accessories, additions,
cash, fittings, increases, insurance benefits and proceeds, parts, products, profits, renewals, rents, replacements, special
tools and substitutions, wherever located, whether or not held by a bailee for the benefit of the Borrower. The term
"Collateral" specifically includes, but is not limited to:
Some or all of the Collateral is or may become located on, affixed to or otherwise attached to real estate leased by
Landlord to Borrower and legally described as follows:
Exhibit "A" attached hereto and made a part hereof on property located at 1725 East Street
NE, Auburn, Washington 98002.
In order for Borrower to obtain the Loan, Bank requires that Landlord subordinate Landlord's statutory, common law or
contractual liens, security interests or other interests in or on Borrower's Collateral, as described above, to Bank's
security interest that will be placed on the Collateral to secure the Loan and Obligations. Landlord acknowledges that it
will benefit from the Loan and Obligations to Borrower, wants to assist Borrower in obtaining the Loan and Obligations,
and is willing to subordinate Landlord's statutory, common law or contractual liens, security interests or other interests in
or on the Collateral in order to do so.
4. CONSIDERATION. To induce Bank to make the Loan to Borrower, to allow Borrower to incur the Obligations to Bank
and for other valuable consideration, the receipt and sufficiency of which is acknowledged by Landlord, Landlord agrees
to the terms and conditions contained in this Agreement.
5. SUBORDINATION. Landlord subordinates to Bank any and all statutory, common law or contractual liens, security
interests or other interests in or on the Collateral that Landlord has or may acquire. Priorities shall be determined by law
except as otherwise provided in this Agreement.
6. CONDITION PRECEDENT. If Bank's security interest is wholly or partially unperfected or avoidable, then this
Agreement's subordination and reordering of priorities will not apply as to that unperfected or avoidable portion of the
Collateral.
7. PRIORITIES. This Agreement's subordination and priorities are applicable regardless of the time or order in which the
statutory, common law or contractual liens, security interests or other interests were attached, perfected, filed or
recorded. This Agreement's subordination and priorities are also applicable regardless of the failure to give a written
notice of the acquisition of a purchase money security interest or lien.
8. POSTPONEMENT OF RIGHTS. Until Bank gives Landlord written notice that Borrower has satisfied all Obligations owed
to Bank and Bank terminates or releases its security interest in the Collateral, Landlord will not do any of the following:
A. Enforce its statutory, common law or contractual liens, security interests or other interests.
B. Levy execution on the Collateral.
C. Notify any account debtors or other obligors of its subordinated statutory, common law or contractual liens,
security interests or other interests in the proceeds.
D. Otherwise interfere with Bank's security interests in the Collateral.
Landlord agrees that Borrower's Obligations to Bank and this Agreement shall be fully revived and shall continue as if no
such payment had been made, when a court invalidates, voids or sets aside any of Borrower's payments on Obligations
owed to Bank and requires Bank to return these payments to a trustee or another party.
9. RIGHT OF ENTRY, INSPECTION AND REMOVAL. Bank's authorized agents may enter the real property at any time to
install, attach, affix or locate the Collateral on the real property or to inspect the Collateral. After any default on
Borrower's Obligations to Bank, Bank's authorized agents may also enter the real property at any time to remove or to
conduct a sale of any or all of the Collateral.
10. REAL PROPERTY'S VALUE. Landlord specifically waives the right to demand adequate security and reimbursement for
any damages to the real property or for any diminution of the real property's value when Bank's authorized agents
remove the Collateral. Borrower, not Bank, is responsible and liable for the real property's condition before and after
Lien Subordination -Landlord (c)1984, Bankers Systems, Inc. St. Cloud, MN WA-92-030299-2.94 Initials
AUBURN FLIGHT/RE 05/25/00"READ ANY PAGE WHICH FOLLOWS FOR ANY REMAINING PROVISIONS." PAGE 2
any removal of the Collateral. Bank shall account to Landlord for what Bank collects or realizes on the sale or
disposition of the Collateral after paying Borrower's Obligations to Bank.
11. AGREEMENTS BY LANDLORD. Landlord hereby agrees that Bank shall be under no duty or liability with respect to the
protection, preservation or collection of the Collateral or any rights pertaining thereto beyond the safe custody of
documents and instruments in its possession, but shall be liable to account to Landlord for only what Bank collects or
realizes thereon.
12. ADDITIONAL DOCUMENTS. Landlord shall execute any additional documents relating to this Agreement and required
by Bank to carry out the intention expressed in this Agreement.
13. NO OBLIGATION TO LANDLORD. No indulgence which Bank may grant the Borrower, and no other action which Bank
or Borrower with the consent of Bank may take or refrain from taking with respect to any indebtedness of Borrower to
Bank, or with respect to any note or notes representing the same, or any security therefor, or with any assignments or
agreements (including guaranties and endorsements in connection therewith), shall affect this Agreement or the
subordination by Landlord hereunder.
Any waiver or any indulgence by Bank to the undersigned shall apply only to the separate occasion thereof and shall not
affect the subordination of Landlord hereunder. All sums received by Bank at any time or times may be applied by it to
the principal and/or interest of any of Borrower's indebtedness to Bank, whether or not then due, in such order as Bank
may determine proper.
14. TERM. This Agreement shall be in effect until the Obligations are fully and finally paid.
15. THIRD PARTIES NOT BENEFITED. This Agreement is only for the benefit of Landlord and Bank and shall not be for the
benefit of any other person. Landlord and Bank reserve any and all of their respective rights and security interests or
liens in or on the Collateral, and against Borrower and any third party secured creditors or lien holders.
16. NOTICES. Landlord and Bank agree to quickly notify the other when its name or address changes.
17. GENERAL PROVISIONS.
A. TIME IS OF THE ESSENCE. Time is of the essence in Landlord's performance of all duties and obligations
imposed by this Agreement.
B. NO WAIVER BY BANK. Bank's course of dealing, or Bank's forbearance from, or delay in, the exercise of any
of Bank's rights, remedies, privileges or right to insist upon Landlord's strict performance of any provisions
contained in this Agreement, or other loan documents, shall not be construed as a waiver by Bank, unless any
such waiver is in writing and is signed by Bank.
C. AMENDMENT. The provisions contained in this Agreement may not be amended, except through a written
amendment which is signed by Landlord and Bank.
D. INTEGRATION CLAUSE. This written Agreement and all documents executed concurrently herewith, represent
the entire understanding between the parties as to the Obligations and may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements of the parties.
E. FURTHER ASSURANCES. Landlord agrees, upon request of Bank and within the time Bank specifies, to
provide any information, and to execute, acknowledge, deliver and record or file such further instruments or
documents as may be required by Bank to secure the Note or confirm any lien.
F. GOVERNING LAW. This Agreement shall be governed by the laws of the State of WASHINGTON, provided
that such laws are not otherwise preempted by federal laws and regulations.
G. FORUM AND VENUE. In the event of litigation pertaining to this Agreement, the exclusive forum, venue and
place of jurisdiction shall be in the State of WASHINGTON, unless otherwise designated in writing by Bank or
otherwise required by law.
H. SUCCESSORS. This Agreement shall inure to the benefit of and bind the heirs, personal representatives,
successors and assigns of the parties; provided however, that Landlord may not assign, transfer or delegate
any of the rights or obligations under this Agreement.
I. NUMBER AND GENDER. Whenever used, the singular shall include the plural, the plural the singular, and the
use of any gender shall be applicable to all genders.
J. DEFINITIONS. The terms used in this Agreement, if not defined herein, shall have their meanings as defined in
the other documents executed contemporaneously, or in conjunction, with this Agreement.
K. PARAGRAPH HEADINGS. The headings at the beginning of any paragraph, or any subparagraph, in this
Agreement are for convenience only and shall not be dispositive in interpreting or construing this Agreement.
L. IF HELD UNENFORCEABLE. If any provision of this Agreement shall be held unenforceable or void, then such
provision to the extent not otherwise limited by law shall be severable from the remaining provisions and shall
in no way affect the enforceability of the remaining provisions nor the validity of this Agreement.
BORROWER:
AUBURN FLIGHT SERVICE, INC.
a Washington corporation
Lien Subordination -Landlord (c)1984, Bankers Systems, Inc. St. Cloud, MN WA-92-030299-2.94 Initials
AUBURNFLIGHT/RE 05/25/00•REAOANY PAGE WHICH FOLLOWS FOR ANY REMAINING PROVISIONS.- PAGE 3
By: [Corporate Seal*]
d
I/AAELLE R. GARCIA, PRESIDENT
('Corporate seal may be affixed, but failure to affix shall not affect validity or reliance.)
LANDLORD (LESSOR):
THE CITY OF AUBURN
a Was on a municlpaJ�o tion
By: Cyl
ARLES A. BOOTH, FAAYOR
DANIELLE E. DASKAM, CITY CLERK
BANK:
MT. RAINIER NATIONAL BANK
a national banking association
[Corporate Seal*]
By:
J 1 KRUSE, VICE PRESIDENT
('Corporate seal maybe affixed, but failure to affix s hall not affect validity or reliance.)
STATE OF �y
ss:
COUNTY OF
I certify that I know or ha& satisfactory evidence that JAMELLE R. GARCIA, PRESIDENT signed this instrument, on oath
stated that (he/she) was authorized to execute the instrument and acknowledged it as the officer of AUBURN FLIGHT
SERVICE, INC. , a Washington corporation, to be the free and voluntary act of such parry for the uses and purposes
mentioned in the instrument.
Dated: .a 6 -00 r RA q \%I
�gSlo O>,Orr
A,r.�a' ISE 1j:•. S'�
My appointment expiresw : o NOTq
` 4WOl W PUBLIC in and for the state of Washington,
(Pam' . ")LIC rjsidin at
0.
STATE OF 11, I\%.- 'S
COUNTY OF / % AA U
I certify that I know or have satisfactory evidence that CHARLES A. BOOTH, MAYOR and DANIELLE E. DASKAM, CITY
CLERK signed this instrument, cZr�oatMblai@�that they were authorized to execute the instrument and acknowledged it
as the authorized represent TIIr��31�,\. F AUBURN a Washington a municipal corporation to be the free and
voluntary act of such party �u�s9 d.pu�l� mentioned in the instrument.
�. �� •\SSI�H
Dated:.' - a '� i 1��;"�� F•• !!
o NOT'Agy m : r i
c-
�qL] ti i
My appointment expires%
PUBLIC in and for the state of Washington,
W residing at
Lien Subordination -Landlord (c)1984, Bankers Systems, Inc. St. Cloud, MN WA-92-030299-2.94 Initials _
AUBURN FLIGHT/RE 05/25/00 "READ ANY PAGE WHICH FOLLOWS FOR ANY REMAINING PROVISIONS.** PAGE 4
STATE OF
ss:
COUNTY OF
I certify that I know or have satisfactory evidence that JUDI KRUSE, VICE PRESIDENT, signed this instrument, on oath
stated that (he/she) was authorized to execute the instrument and acknowledged it as officer of MT. RAINIER NATIONAL
BANK, a national banking association, to be the free and voluntary act of such.party for the uses and purposes
mentioned in the instrument.
Dated:
[SEAL]
My appointment expires:
NOTARY PUBLIC in and for the state of Washington,
residing at
THIS IS THE LAST PAGE OF A 5 PAGE DOCUMENT. EXHIBITS AND/OR ADDENDA MAY FOLLOW.
Lien Subordination —Landlord (c)1984, Bankers Systems, Inc. St. Cloud, MN WA-92-030299-2.94 Initials
AUBURN FLIGHT/RE 05/25/00 • READ ANY PAGE WHICH FOLLOWS FOR ANY REMAINING PROVISIONS." PAGE 5
EXHIBIT "A"
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO. 38 SITUATED IN SECTION 7,
TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION CLAIM NO. 38;
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1320.42 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 260.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 260.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT OF BEGINNING, -
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF WASHINGTON.
In the Matter of the Amendment
Of the Lease between the City of
Auburn, Washington, and Auburn
Flight Service, Inc.
AGREEMENT TO AMEND
EXISTING LEASE
WHEREAS, there exists a lease between the City of Auburn, Washington and Auburn
Flight Service, Inc., (hereinafter "AFS") as successor in interest to Sky Services, Inc.,
pursuant to Resolution 3 18 1, for the property described in Exhibit "A" attached hereto
and made a part hereof by this reference, and
WHEREAS, NW Hangars, LLC (hereinafter "NWH") desires to enter into a lease with
the City of Auburn for a portion of the property described in Exhibit "A," and , m {�'
exchange for the payment to it by NWH of the sum of $43,000 US and ndraent of the
existing lease to reduce the monthly rental as described in Exhibit ` , is willing to agree
to relinquish its leasehold rights as to the portion of the leased premises described in
Exhibit "B" attached hereto and made a part hereof by this reference, leaving as the
remaining leasehold interest of AFS the property described in Exhibit "C" attached hereto
and made a part hereof by this reference, and
WHEREAS, NWH and AFS understand that the City of Auburn is willing to agree to the
amendment of the existing lease with AFS to read substantially as set forth in Exhibit
"D" attached hereto,
NOW, THEREFORE,
The parties agree as follows:
1. The parties to this Agreement are authorized to enter into this agreement.
2. AFS warrants that to its knowledge there are no encumbrances on its leasehold
interest in the property described in Exhibit "A."
3. AFS agrees to amend its lease with the City of Auburn at the closing of this
transaction to relinquish its leasehold interest in the property described in Exhibit
"B," and to sign an amended lease for the property dj bed in Exhibit "C;e—
•�mudei}�ct
4. NWH agrees to pay to AFS the sum of $43,000 US iashat the closing; of this
transaction.
5. This transaction shall close on , at
6. Escrow fees and recording fees shall be paid by NWH.
Auburn Flight Service, Inc.
By4-<-ge�t 9-4
J elle Garcia, President
Dated this /Y4�day of July, 2005.
AGREEMENT TO AMEND
EXISTING LEASE— Page 1
NW Hangars, LLC
By
Before me this /4° day of July, 2005, came Jamelle Garcia, known to me to be the
President of Auburn Flight Service, Inc., who stated that he was authorized to sign this
document on behalf i light Service, Inc., and signed the same in my presence.
s NOTARY '° •
PUBLC AARY PUB C in �andfor the State of
Washington, residing at qa&z", My
OFcommission expires
WAS1���
Before me this 1.2 "day of July, 2005, came,T hii VtOr y , known to me to be the
of NW Hangars, LLC, who stated that was authorized to sign this document on behalf
of NW Hangars, LLC and signed the same in my presence.
NO ARY PUBLIC in d for the State of
Washington, residing at kevf . My
commission expires ''M arch 1. j o o q
AGREEMENT TO AMEND
EXISTING LEASE— Page 2
-e
EXHIBIT "All
-3
tf'M.C� PartiOn Of the J. Brannan Donation. C.ZajM V
'ihip 21-. 0. 38-situate 4n sect on 7
North, jtaa� 8Ast,,''NJV.'-
ge described as fo2jc)wSj-
ng at: 60 of. t-he uT.. Branna: tion- C aim Aro'.
thL
7
'N.8804.4f$
do 2-0
4� '; - 430i,6j.,t6et' thence' s 0o52l th
t to,
t' of -96vi0ibi th�hco'oohtihuing S 60.52t20" g.; fo4l
0,260.00
...880 V43"N
N 530,;00. feet,.., then
N --thgjhci ig, age.5 3R
ce 212.5" E 260'.00 314
00 feet to' th*-�-,True -POint -of Beginning ZZSs -
th4 eias''t'' 25 t6e t ;ro;r sir'&*et,,--%
4 -'n the COi
T, ul-A, King, InCY, WAshingt6n.
3. of Acres
k. v
Exhibit B
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO. 38 SITUATED IN
SECTION 7, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1320.42 FEET TO THE TRUE; POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 20.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 20.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT
OF BEGINNING:
LESS THE EAST 25 FEET FOR STREET;
TOGETHER WITH AND INCLUDING SPECIFIC SUBSURFACE RIGHTS
CONSISTING OF THE RIGHT TO CONSTRUCT OR DEMOLISH FOUNDATION
STRUCTURES BENEATH THE SURFACE, SUCH FOUNDATIONS TO SUPPORT
HANGARS ON THE ADJOINING PARCEL DESCRIBED ABOVE, AND TO
VERTICAL AND LATERAL SUPPORT FOR SUCH STRUCTURES BUT NOT
INCLUDING MINERAL RIGHTS, IF ANY, AND INCLUDING THE RIGHT TO
DISTURB THE SURFACE FOR THE LIMITED TIME NECESSARY FOR
PURPOSES OF CONSTRUCTION OR DEMOLITION OF SUCH STRUCTURES,
PROVIDED THAT THE SURFACE IS RESTORED TO ITS PREVIOUS CONDITION
WHEN CONSTRUCTION OR DEMOLITION OF STRUCTURES IS COMPLETED,
FOR THE FOLLOWING DESCRIBED PROPERTY:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1340.42 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 3.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 3.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT
OF BEGINNING:
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF
WASHINGTON.
ExhibitB-073105.doc
Exhibit C
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO. 38 SITUATED IN
SECTION 7, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBEI> AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1340.42 FEET TO THE TRUE; POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 240.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 240.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT
OF BEGINNING:
LESS THE EAST 25 FEET FOR STREET;
SUBJECT TO SPECIFIC SUBSURFACE RIGHTS CONSISTING OF THE RIGHT TO
CONSTRUCT OR DEMOLISH FOUNDATION STRUCTURES BENEATH THE
SURFACE, SUCH FOUNDATIONS TO SUPPORT HANGARS ON THE ADJOINING
PARCEL LOCATED TO THE NORTH, AND TO VERTICAL AND LATERAL
SUPPORT FOR SUCH STRUCTURES BUT NOT INCLUDING MINERAL RIGHTS,
IF ANY, AND INCLUDING THE RIGHT TO DISTURB THE SURFACE FOR THE
LIMITED TIME NECESSARY FOR PURPOSES OF CONSTRUCTION OR
DEMOLITION OF SUCH STRUCTURES, PROVIDED THAT THE SURFACE IS
RESTORED TO ITS PREVIOUS CONDITION WHEN CONSTRUCTION OR
DEMOLITION OF STRUCTURES IS COMPLETED, FOR THE FOLLOWING
DESCRIBED PROPERTY:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1340.42 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 3.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 3.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT
OF BEGINNING:
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF
WASHINGTON.
ExhibitC-073105.doc
Exhibit D
THAT PORTION OF THE J. BRANNAN DONATION CLAIM NO. 38 SITLATED IN
SECTION 7, TOWNSHIP 21 NORTH, RANGE 5 EAST, W.M., DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1320.42 FEET TO THE TRUE; POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 20.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 53.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 33.00 FEET TO THE TRUE POINT OF
BEGINNING:
LESS THE EAST 25 FEET FOR STREET;
TOGETHER WITH AND INCLUDING SPECIFIC SUBSURFACE RIGHTS
CONSISTING OF THE RIGHT TO CONSTRUCT OR DEMOLISH FOUNDATION
STRUCTURES BENEATH THE SURFACE, SUCH FOUNDATIONS TO SUPPORT
HANGARS ON THE ADJOINING PARCEL DESCRIBED ABOVE, AND TO
VERTICAL AND LATERAL SUPPORT FOR SUCH STRUCTURES BUT NOT
INCLUDING MINERAL RIGHTS, IF ANY, AND INCLUDING THE RIGHT TO
DISTURB THE SURFACE FOR THE LIMITED TIME NECESSARY FOR
PURPOSES OF CONSTRUCTION OR DEMOLITION OF SUCH STRUCTURES,
PROVIDED THAT THE SURFACE IS RESTORED TO ITS PREVIOUS CONDITION
WHEN CONSTRUCTION OR DEMOLITION OF STRUCTURES IS COMPLETED,
FOR THE FOLLOWING DESCRIBED PROPERTY:
BEGINNING AT THE NORTHEAST CORNER OF THE J. BRANNAN DONATION
CLAIM NO. 38:
THENCE NORTH 88 DEGREES 49'52" WEST 430.01 FEET;
THENCE SOUTH 0 DEGREES 52'25" WEST 1340.42 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 0 DEGREES 52'25" WEST 3.00 FEET;
THENCE NORTH 88 DEGREES 53'43" WEST 530.00 FEET;
THENCE NORTH 0 DEGREES 52'25" EAST 3.00 FEET;
THENCE SOUTH 88 DEGREES 53'43" EAST 530.00 FEET TO THE TRUE POINT
OF BEGINNING:
LESS THE EAST 25 FEET FOR STREET.
SITUATE IN THE CITY OF AUBURN, COUNTY OF KING, STATE OF
WASHINGTON.
ExhibitD-073105.doc