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HomeMy WebLinkAboutExhibit F - FutureDevelopmentAgrmnt FULLY EXECUTEDEXHIBIT F AIRPORT FUTURE, DEVELOPMENT AGREEMENT BETWEEN TILE CITY OF AUBURN AND NORMANY AIRCRAFT THIS AGREEMENT is entered into by the City of Auburn ("CITY") and Normandy Aircraft ("NORMANDY") and is intended to be a companion and mutually executed instrument to the standard lease agreement for business use and occupancy ("pease") at the Auburn Municipal Airport between the CITY and NORMANDY, WHEREAS, NORMANDY is a current business engaged in aircraft maintenance, aircraft restoration, part 91, 135 & 141 services, annual and conditional inspections and pre -buy inspections that operates out of Norman Grier Field; and, WHEREAS, on October 21, 2019, the Auburn City Council approved Resolution No. 5458 authorizing the Mayor to negotiate and execute a formal lease agreement that substantially meets the ternis contained within the term sheet attached to the Resolution; and, WHEREAS, the Auburn City Council's approval of Resolution No. 5458 was premised on the execution of a companion agreement to the lease agreement addressing NORMANDY's intent to develop permanent business facilities for its operation at the Auburn Municipal Airport; and, WHEREAS, this Agreement upon mutual execution will require NORMANDY to perform certain tasks within given time periods for the design, finance, construction and/or occupancy of permanent office and hangar space at the Auburn Mtuiicipat Airport; and NOW THEREFORE, IT IS HEREBY AGREED by the parties as follows: NORMANDY shall proceed and in good faith work with Airport Management and other City staff towards the financing, design; construction -and- occupancy -of permanent office and hangar space at the Auburn Municipal Airport in full accordance with the following performance measures and timelines: SECTION I Performance Measures and Timeframes Performance Measure No. 1: Prepare and submit by September 1, 2022, a pre -application. conference application to the CITY for the development; of permanent office and hangar space at the Auburn Municipal Airport. Performance Measure No. 20 Prepare and submit to the CITY by December 1, 2022 a Letter of Development Intent with the site development location, square footage, size of building, number of building stories and associated site development features (i.e, parking spaces, landscaping, etc., signage) and services to be provided. Performance Measure No. 3: Prepare and submit to the CITY by January 1, 2023, a pro - forma document addressing in substantive detail all development costs for the design, permitting, construction, and occupancy of permanent office and hangar space at the Auburn Municipal Airport. Performance Measure No. 4: Prepare and submit to the CITY by March 1, 2023 written and verifiable evidence of financing from an accredited financial institution_ for the design, permitting, and construction of a permanent office and hangar space at the Auburn Municipal Airport that is consistent with the project descriptions provided in Performance Measures 2 and 3. Performance Measure No. 5: By April 1, 2023, SEPA and Land Use applications must be submitted to the CITY and within 30 days of expiration of the appeal period for the SEPA approval, submit all building and civil designs to the CITY. This performance measure will require Normandy to submit by April 1, 2023, all required written studies, supporting documentation, and plans prepared by licensed professionals in the State of Washington, as required by the applications. Performance Measure No. 6: Participate in good faith in all required review activities required for submitted building, land use, environmental and civil applications and respond within a maximum of six (6) weeks to CITY issued written comments. CITY will also respond within six (6) weeks to submittals and resubmittals by NORMANDY. Performance Measure No. 7: Complete all required building, land use, environmental and civil application reviews with the CITY by December 31, 2023. Performance Measure No. S: Enter into a Lease Agreement or development partnership with the City or another Auburn Airport Landlord for space currently built or being built on the Auburn Municipal Airport andsubmit any required financial sureties, performance guarantees or other written documentation as may be required by the CITY no later than January 31, 2024. Performance Measure No. 9: Initiate site and building construction activities no later than March 31, 2024 for the construction ofpermanent office and hangar space at the Auburn Municipal Airport, Performance Measure No, 10: Obtain occupancy approval and occupy said permanent office and hangar space by December 31., 2024. SECTION II. CITY Performance In recognition of the CITY's interest of having a permanent hangar/office facility constructed and operated by NORMANDY at the Auburn Municipal Airport, the CITY shall endeavor to provide ongoing and consistent high duality customer service to NORM. ANDY and shall work with NORMANDY to assist NORMANDY in meeting its obligations as stated herein without undue or intentional delays in activities or responsiveness by the NORMANDY. The CITY shall meet periodically with NORMADY to monitor its development progress and advise NORMANDY of steps it would recommend to accommodate future steps in NORMANDY's development, to accomplish the purposes in this Agreement. The City shall provide written information needed or requested by NORMANDY in a timely manner as it proceeds to comply with the performance measures stated herein. The CITY shall notify NORMANDY in a timely manner of changes in City policies or business practices pertaining to the Auburn Municipal Airport: that could directly or indirectly impact NORMANDY's ability to comply with the performance measures, SECTION III Relocation to a facility developed or owned by a third party Under this agreement NORMANDY shall have the right to relocate their operations to another facility within the Auburn Municipal Airport property having been developed or in the process of being developed by a third party. Should NORMANDY elect to locate into another facility developed by a third party NORMANDY must provide the CITY notice of its intent to relocate together with a term sheet describing the basic terms to include at a minimum: location of the facility, the lease term, lease rate and lease commencement executed by both NORMANDY and the third party lessor, Execution of a formal Lease Agreement is subject to the timeline described in Performance Measure 8 above. Relocation into a facility developed by a third party shall satisfy the terms of this agreement and this agreement shall so terminate. SECTION IV Default Subject to extensions of time by mutual consent in writing, failure or delay by NORMANDY to perform any term or provision of this Agreement shall constitute a default both of this AGREEMENT and a breach of contract of the executed lease agreement for temporary use and occupancy of space at the Auburn Municipal Airport that may lead to termination by the CITY of said lease agreement. In the event of alleged default or breach of any terms or conditions of this Agreement, -the CITY shall provide NORMANDY not -less than seven (7) calendar days notice in writing specifying the nature of the alleged default and the manner in which said default may be cured. During this seven (7) calendar day notice period, NORMANDY shall not be considered in default for purposes of termination or institution of legal proceedings. After notice and expiration of the seven (7) calendar day notice period if such default has not been cured or is not being diligently cured in the manner set forth in the notice the CITY may at its option institute legal proceedings pursuant to this Agreement. SECTION V Dispute resolution In the event, of a dispute regarding the interpretation of this Agreement where there is not already a procedure provided for in the Agreement each party will attempt to resolve the dispute. If the Parties cannot resolve the dispute, any of the Parties may request mediation. The Parties will agree on a mediator. If Parties cannot agree on a mediator within ten (10) calendar days of any party requesting mediation each Party will choose a mediator and the two mediators will choose a third to mediate the dispute. If mediation. fails this matter shall be heard in the Superior Court of King County Washington. SECTION V..1 Extensions This Agreement and all terms, timeframes and conditions stated herein may only be extended by the CITY. SECTION VII: Termination This Agreement shall terminate upon full completion of all Performance Measures or upon Normandy agreeing to a separate Lease for facilities developed by a third party on the Auburn Municipal Airport property. SECTION 'VIII Parties in Interest This Agreement shall be binding upon and the benefits and obligations provided for herein shall inure to and bind the parties hereto and their respective successors and assigns provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party including contractors sub- contractors and their sureties. SECTION IX Costs to Prevailing Party(ies) In the event of such litigation or other legal action to enforce any rights, responsibilities or obligations under this Agreement, the prevailing party(ies) shall be entitled to receive its reasonable costs and attorney's fees. SECTION X Applicable Law This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in Ding County Washington provided however that it is agreed and understood that any applicable statute of limitation shall commence no later than the last day of the date of termination as specified herein. SECTION XI Nondiscrimination None of the Parties shall discriminate on the basis of any protected class as defined by any state, federal or local ordinance including but not limited to race color national origin disability age or sex in the performance of this Agreement. SECTION XII Captions, Headlines and Titles All captions headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. Terms not specifically defined in this Agreement shall have the same definition as in the applicable section of the Auburn City Code. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. SECTION Xilli Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. SECTION XI'V Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. SECTION XV Authority to Sign Signatories to this Agreement warrant and agree that they are duly authorized to sign the Agreement on behalf of the CITY and NORMANDY. SE CI'ION X.'VI Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. CITY OF AUBURN S IGANTURE: NAME: TITLE: DATE: I ;APPROVED AS M FORM TANYA KOCH Notary Public State of Washington Commission # 145121 My Comm. Expires Sep 20, 2023 NORMANDY AIRCRAFT SIGNATURE: NAME: Go-crt,) ,L )-*FPn-t> TITLE: DATE: