HomeMy WebLinkAboutAirport Lease AGreement Between the City of Auburn and Spanaflight, LLCAIRPORT LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND
SPANAFLIGHT, LLC
THIS LEASE AGREEMENT (the "Lease"), is entered into this Z,3 rd d ay of , a 1'1 a'" y
2023 (the "Lease Date") by the City of Auburn, a Washington municipal corporation (the
"Landlord" or "City") and SpanaFlight, LLC, a Washington Limited Liability Company (the
"Tenant") (UBI # 60384103).
RECITALS:
1. The City owns and operates The Auburn Municipal Airport (Airport) which has space available
for lease. RCW 14.08.120(1)(d) authorizes the City to lease Airport property; and
2. The Tenant and Landlord entered an Airport property lease dated December 16, 2020 (2020
Lease). The Parties now mutually desire to terminate the 2020 Lease and enter into this new lease
for different commercial tenant space on the Airport, as defined in Article 1.1 below and depicted
in Exhibit A (the "Lease"); and
3. The Auburn City Council has approved the 2020 Lease termination and has authorized the
Mayor to enter this new Lease through its passage of Resolution 5696.
NOW, THEREFORE, in consideration of their mutual promises set out in this Lease, Spanaflight,
LLC and The City of Auburn agree as follows:
ARTICLE 1: PREMISES LEASED
1.1) For and in consideration of the rent and performance by Tenant of the terms and conditions
and the mutual covenants in this Lease, Landlord agrees to lease to Tenant, and Tenant agrees to
lease from Landlord, the 672(+/-) square feet depicted in Exhibit A (the "East Room"), which
space is located within the Airport Administration building ("Administration Building") located
at 2143 E Street NE, Suite 2, Auburn, WA 98002 and two (2) tie -downs at a mutually agreed
location on the Airport (collectively the "Premises"). The Premises is located in the City of
Auburn, King County Washington, at the Auburn Municipal Airport (the "Airport").
1.2) Tenant acknowledges and agrees that it is relying solely on its inspection and investigation
of the Premises, and accepts the property "AS -IS, WHERE IS" in its present condition with no
warranties of any kind, expressed or implied, either oral or written, made by Landlord or any
employee, agent or representative of Landlord with respect to the physical condition of the
Premises. Tenant shall have determined to its satisfaction upon its execution hereof that the
Premises can be used for the purposes it intends and which are described in Article 4 below and
permitted under this lease. Tenant acknowledges and agrees that neither Landlord nor Landlord's
employees, agents, representatives or otherwise have made, and does not make any representations
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or warranties of any kind or character whatsoever, whether expressed or implied, with respect to
the habitability, leaseability or suitability for commercial purposes, merchantability, or fitness for
a particular purpose of the Premises. The presence or absence of any hazardous substances, wastes
or materials as defined by State, Federal or Local Law, all of which warranties Landlord hereby
expressly disclaims. Landlord does represent that, to the best of the Landlord's knowledge, without
duty of inquiry, there are no hazardous wastes or materials on, in or under the Premises.
1.3) Common Areas - Certain areas totaling 707 square feet located within the Administration
Building are defined as "Common Areas" and are depicted in Exhibit A, these areas include: the
front lobby (190 sqft), corridors (242 sqft), public restrooms (146 sqft), storage closet (41 sqft),
kitchen area (77 sqft) and coat closet (11 sqft). Charges for Common Area usage and maintenance
will be assessed in accordance with Section 3.1 below. Maintenance items included for the
common areas shall include but not be limited to: Maintenance of common areas including paint,
carpet, wall repair, ceilings, light fixtures, bulb replacement, bathroom supplies and toiletries,
kitchen area maintenance and janitorial services of the common areas.
1.4) Classroom — The classroom shown on Exhibit A is not included as part of the Premises
and therefore this Lease by itself does not give Tenant the right to access or use the classroom.
However, Tenant will have the ability to arrange for and purchase use of the classroom at a rate of
$25.00 per hour, which Tenant must purchase in advance through Airport staff in one (1) hour
increments. Landlord and Tenant shall cooperate to determine availability and scheduling of
Tenant's classroom use, which use shall be during hours of 7:00ain and 5:00pm.
ARTICLE 2:
TERM
2.1) Initial Tenn. The initial term of this Lease shall begin on Fear uary 1 0-"', 2023
(the "Commencement Date"), and terminate at midnight on December 31, 2024, unless sooner
terminated pursuant to any provision of this Lease (the "Term"). If Landlord cannot for any reason
deliver possession of the Premises to Tenant on the Commencement Date, Landlord shall not be
liable and this lease shall remain valid. In such event the Lease Tenn shall commence on the date
possession is actually tendered to Tenant, but the Expiration Date shall not be adjusted.
2.2) Extension Options. Provided that Tenant faithfully performs all of the terms and conditions
of this Lease, City grants to Tenant the option to extend the currently effective Lease term for three
(3) years, three (3) consecutive times ("Extension Options"). Each of the Extension Options must
commence immediately following the conclusion of the prior term without interruption or a delay
in the next three year term. Each Extension Option shall be exercisable only by written notice
("Exercise Notice"), which Tenant must deliver to the City in accordance with Article 12 below,
between August 1 and August 31 of the then final term year. Each Extension Option is personal
to the Tenant and may not be assigned or exercised, voluntarily or involuntarily, by or to, any
person or entity other than the Tenant. Each Extension Option is only available to and exercisable
by Tenant when Tenant actually physically possesses the Premises.
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2.3) Default; Rights Personal. Notwithstanding anything in the foregoing to the contrary, at
City's option, and in addition to all of City's remedies under this Lease, at law or in equity, the
applicable Extension Option shall not be deemed properly exercised if, as of the date Tenant
delivers the applicable Exercise Notice Subtenant has previously been in default under the Lease
beyond all applicable notice and cure periods.
ARTICLE 3:
RENT AND LEASEHOLD TAX
3.1) Tenant agrees to pay to the City of Auburn a "Base Rent" of $1,125.76 per month. The
Base Rent is inclusive of all common area maintenance and usage fees, and security fees. In
addition to the Base Rent, Tenant agrees pay a statutory leasehold excise tax of 12.84% of the
monthly Base Rent imposed by RCW 82.29A. The Base Rent plus leasehold tax (together "Rent")
at the time of commencement is $1,270.31 per month. Tenant shall pay Rent in full at the office
of the Airport Manager or at such other office as may be directed in writing by the City, on the 1St
calendar day of each month. Rent shall be paid without notice, demand, offset, abatement or
deduction of any kind. If this Lease commences on a date other than the first (1St) day of the month,
then the Rent will be pro -rated on a 30 -day per diem basis and paid in full through the end of the
current month upon commencement of the Lease. Landlord in its sole discretion reserves the right
to adjust the Base Rent as it deems necessary by providing Tenant with no less than 30 days'
advanced written notice which will be delivered to Tenant in accordance with Article 12.
3.2) Rent adjustments. Tenant's Base Rent during the Initial Term is subject to adjustments
with the first adjustment being January 1, 2024 and annually thereafter ("Annual Adjustments").
Annual Adjustments will be based on the Bureau of Labor Statistics Consumer Price Index for
Urban Wage Earners and Clerical Workers (CPI -W), measured from August of previous year to
August of the then current year. Adjustments to Tenant's Base Rent shall not exceed 5% from that
of the previous year. A negative CPI -W adjustment will not reduce Tenant's Base Rent. Rent for
an Extension beyond the Initial Term shall be established in accordance with Paragraph 3.4 of this
Lease.
3.3) Late Fees - Tenant acknowledges that late payments of Rent or any other sums due
hereunder will cause the Landlord to incur costs not otherwise contemplated by this Lease. If
Landlord fails to receive Tenant's Rent payment or any other sum owed in full by 5pm PST on the
tenth(10) calendar day of the month when due, Tenant shall pay late fees of Fifty Dollars and
No/100 Dollars ($50.00) per day ("Late Fee") beginning on the 11 t calendar day of the month
and for every calendar day thereafter until the Rent has been received in full by the Landlord. All
Late Fees owing will be billed the following month. The parties agree that such late fees represent
a fair and reasonable estimate of the costs the Landlord will incur by reason of late payment by
Tenant. Acceptance of such late fee by the Landlord shall in no event constitute a waiver of
Tenant's default with respect to such overdue amount, nor prevent the Landlord from exercising
any of the other rights and remedies granted hereunder.
3.4) Extension Option Rent. The Rent payable by Tenant during the applicable Extension
Option (the "Option Rent") shall be determined by the parties. If the parties cannot agree upon the
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Base Rent amounts prior to November 1 of the then current final term year, the option shall
terminate and this Lease shall terminate on the Expiration Date. In no event shall the Option Rent
be less than the current annual rent.
ARTICLE 4:
PERMISSIBLE USES
Tenant shall use the Premises for commercial aeronautical uses as a Fixed Base Operator (FBO)
only. All FBOs are subject to the Airport Rules and Regulations and Minimum Operating
Standards (found at https://aubummunicipalairport.com/documents-and-forms) and Auburn City
Code 12.56. FBO services may include some or all of the following:
• Aircraft Leasing or Rental Services
• Flight Training Services
Additional services may be permitted at the discretion of the Landlord and may be subject to
additional requirements. Tenant agrees to remain compliant with the most current version of the
Auburn City Code, Airport Rules and Regulations and Minimum Operating Standards as they may
be updated and amended during the term of this Lease.
ARTICLE 5:
INTENTIONALLY LEFT BANK
ARTICLE 6:
MAINTENANCE
6.1) Landlord's Responsibilities - Landlord shall be responsible for repair and maintenance of:
a) the Administration Building exterior, including its exterior walls, roof, gutters, downspouts,
foundation, HVAC system, exterior doors and windows;
b) the Administration Building's surrounding sidewalks, landscaping, parking lot, and Common
Areas;
c) all wiring, plumbing and bath fixtures located in or on Tenant's Premises; and
d) Tenant's tie -downs.
Maintenance and repair shall be at Landlords sole cost and expense. Provided, however, that
Landlord shall not be required to repair damage which results from the negligence of the Tenant
or Tenant's agents, servants, or employees. If Landlord refuses or neglects to commence or
complete repairs, either promptly or adequately, Tenant may (but shall not be required to)
undertake or complete repairs at Landlord's expense.
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6.2) Tenant's Responsibilities — Tenant shall be responsible for repair, maintenance and
janitorial services to their Premises located within Administration Building, including: interior
walls, floors, and any non -bath fixtures. All repairs and maintenance shall be at the sole cost and
expense of the Tenant, provided, however, that Tenant shall not be required to repair damage which
results from acts of negligence by the Landlord, his agents, servants or employees, or when such
damage is caused by any peril included within the Landlord's property insurance coverage. If
Tenant refuses or neglects to commence or complete repairs within thirty days of written notice
by the Landlord, Landlord may, but shall not be required to commence or complete the repairs and
Tenant shall pay the costs of such repairs plus an additional 10% for administrative and
management proposes to Landlord upon demand. Tenant will keep their Premises free of undo
waste and debris and in a clean and sanitary condition at all tunes.
6.3) Natural Disaster or Act of God — In the event that the Premises is damaged due to a natural
disaster or act of God, if the cost of repairing or reconstructing the Premises to the condition and
form immediately prior to such damage or destruction does not exceed thirty-three percent (33%)
of the then new replacement cost thereof, then Landlord shall effect such repair, restoration, and
reconstruction of the Premises so damaged or destroyed to substantially their condition prior to
said damage or destruction in a timely manner. All such work shall be carried out in accordance
with plans and specifications prepared by a licensed architect or engineer if such an architect or
engineer is reasonably required given the scope and nature of the work. In no event shall Rent or
any other monies due by Tenant be abated during such period of reconstruction and/or restoration.
6.4) If the cost of repairing, restoring or reconstructing the Premises to the condition and form
immediately prior to such damage or destruction exceeds thirty-three percent (33%) of the then
new replacement cost thereof, then Landlord, in its sole discretion may elect by written notice to
Tenant given within thirty (30) days after the date of the damage to terminate this Lease. If no
notice of termination is given then all obligations set forth in this Lease shall continue, including
but not limited to Rent obligations of the Tenant. In no event shall Landlord be responsible for
damage to Tenant's personal property located on or within the Premises.
6.5) Damage Due to Fire — In the event of damage or destruction due to fire determined not to
have been caused by Tenant then Sections 6.3 and 6.4 above shall apply. If however, the cause of
the fire, as determined by the local Fire Authority is determined to have been caused by Tenant,
one of Tenant's guests, agents, employees, students or otherwise then the cost of said repair,
restoration, reconstruction or replacement of the Premises shall be borne by Tenant. Repairs,
reconstruction or replacement of the Premises shall be done in a commercially reasonable manner
and with the approval of the Landlord and all obligations under this Lease, including Rent shall
remain in full force during such period of repair, restoration, reconstruction or replacement.
ARTICLE 7:
ENVIRONMENTAL PROVISIONS
7.1) Tenant covenants to defend, indemnify, and hold Landlord harmless from any imposition
or attempted imposition by any person upon Landlord of any obligation or cost ("liability") of
whatever form, including, without limitation, damages; claims; governmental investigations,
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proceedings or requirements; attorney fees in investigation, at trial or administrative proceeding,
or on appeal; witness or consultant costs; or any other liability to the extent that such liability arises
from a violation, or from the failure to satisfy a requirement of any environmental or land use law
or regulation, proximately resulting from use of the Premises during the term of this Lease, and
without regard to when the liability is asserted.
7.2) Tenant has inspected the Premises and accepts it in its present "As -Is" condition. Tenant
shall not cause the premises to be contaminated in anyway and in the event of contamination shall
immediately report such contamination to Landlord and shall cause any such contamination to be
remedied by that method recognized by Washington State Department of Ecology and shall
indemnify and hold Landlord harmless from all costs involved in implementing the remedy.
7.3) Any other provision of this Lease to the contrary notwithstanding, Tenant's breach of any
covenant contained in this Article 7 shall be an Event of Default empowering Landlord, in addition
to exercising any remedy available at law or in equity or otherwise pursuant to this Lease, to
terminate this Lease and to evict Tenant from the Premises forthwith, or to terminate Tenant's
right to possession only without terminating this Lease.
7.4) Tenant shall notify Landlord within twenty-four (24) hours of any release of a reportable
quantity of any hazardous substance (as that term is defined in CERCLA, 42 U.S.C. §9601, et. seq.
or RCW 70A.305, the Washington Model Toxics Control Act), or of the receipt by Tenant of any
notices, orders or communications of any kind from any governmental entity which relate to the
existence of or potential for environmental pollution of any kind existing on or resulting from the
use of the Premises or any activity conducted thereon. If Tenant fails to comply with any of the
requirements of this article, Landlord may undertake, without cost or expense to Landlord, any
actions necessary to protect Landlord's interest including steps to comply with such laws.
ARTICLE 8:
INSURANCE COVERAGE, INDEMNIFICATION / HOLD HARMLESS
8.1) Insurance — In accordance with Chapter 1.3 of the Auburn Munieipal Airport's Rules &
Regulations, Minimum Standards & Development Standards, as may be amended from time to
time, a copy of which can be found at auburnmunicipalairport.com/documents-and-forms hereby
incorporated by this reference, Tenant shall at all times have in effect the following types of
minimum amounts of insurance, only as applicable to the business to be conducted by the Tenant:
(I) Commercial General Liability insurance in the amount of $1,000,000 per occurrence
and $2,000,000 annual aggregate. Such insurance shall contain contractual liability
insurance covering applicable leases, licenses, permits, or agreements.
(II) Commercialibusiness automobile liability insurance for all owned, non -owned and
hired vehicles assigned to or used in performance of commercial aeronautical activities
in the amount of at least $1,000,000 each accident. If any hazardous material, as defined
by any local, state, or federal authority, is the subject, or transported, in the performance
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of this contract, a policy must be endorsed with the Insurance Services Office form
CA9948 or equivalent.
(III) Special Causes of Loss Property Form covering all improvements and fixtures on the
Commercial Airport Operator's premises in an amount no less than the frill replacement
cost thereof, to the extent of the Commercial Airport Operator's insurable interest in
the Premises.
(IV) If the Tenant or Subtenant has employers, worker's compensation insurance is required-
by
equiredby law and employer's liability insurance in the amount of $1,000,000 per accident,
$1,000,000 disease per person, $1,000,000 disease policy limit is required by the
Agreement.
(V) If applicable, Aircraft liability insurance in the amount of at least $1,000,000 per
occurrence single limit Bodily Injury and Property Damage Liability including
Passengers.
(VI) If applicable, Hangar keeper's liability insurance in the amount of at least $1,000,000
per occurrence, or more as values or Landlord require.
(VII) If applicable, Products -completed operations liability insurance in the amount of at
least $1,000,000 per occurrence.
(VIII) If applicable, Tenant shall maintain Enviromnental Impairment Liability coverage for
any underground or aboveground fuel storage facility, tank, underground or
aboveground piping, ancillary equipment, containment system or structure used,
controlled, constructed, or maintained by Tenant in the amount of $1,000,000 each
incident, $2,000,000 aggregate. The policy shall cover on-site and off-site third -party
bodily injury and property damage including expenses for defense, corrective action
for storage tank releases and tank clean-up for storage tank releases.
8.2) Notwithstanding the foregoing, Tenant shall not be required to procure insurance
inapplicable to its aeronautical business operations, on behalf of the aeronautical business
operations of its approved Subtenants as defined in Article 4.1 who have been approved by the
Airport Manager subject to Article 9.5.1. Tenant will ensure that any Subtenant maintains all
insurance requirements for the duration of the Lease. In addition to the types and amounts of
insurance required in Article 8.1 above, Tenant and Subtenant shall at all times maintain such other
insurance as the Landlord may reasonably determine to be necessary for Tenant's airport activities.
8.3) All insurance shall be in a form and from an insurance company with Best's financial rating
of at least an A- (VII). All policies, whether carried by Tenant or Subtenant, except worker's
compensation policy, shall name the City and its elected or appointed officials, officers,
representatives, directors, commissioners, agents, and employees as "Additional Insured", and the
Tenant and/or Subtenant shall furnish certificates of insurances evidencing the required coverage
cited herein prior to engaging in any commercial aeronautical activities. Such certificates shall
provide for unequivocal thirty (30) day notice of cancellation or material change of any policy
limits or conditions.
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8.4) The Tenant's (or Subtenants, as applicable) insurance coverage shall be primary insurance
as respects Landlord. Any insurance, self-insurance, or insurance pool coverage maintained by
Landlord shall be in excess of the Tenant's insurance and shall not contribute with it.
8.5) Indemnification / Hold Harmless. The Tenant shall defend, indemnify, and hold harmless
Landlord, its officers, officials, employees and volunteers from and against any and all claims,
suits, actions, or liabilities for injury or death of any person, or for loss or damage to property,
which arises out of Tenant's use of Premises, or from the conduct of Tenant's business, or from
any activity, work or thing done, permitted, or suffered by Tenant in or about the Premises, except
only such injury or damage as shall have been occasioned by the sole gross negligence or willful
misconduct of Landlord. Solely for the purpose of effectuating Tenant's indemnification
obligations under this Lease, and not for the benefit of any third parties (including but not limited
to employees of Tenant), Tenant specifically and expressly waives any immunity that may be
granted it under applicable federal, state, or local Worker Compensation Acts, Disability Benefit
Acts, or other employee benefit acts. Furthermore, the indemnification obligations under this Lease
shall not be limited in any way by any limitation on the amount or type of damages, compensation
or benefits payable to or for any third party under Worker Compensation Acts, Disability Benefit
Acts, or other employee benefit acts. The parties acknowledge that the foregoing provisions of this
Article have been specifically and mutually negotiated between the parties.
ARTICLE 9:
ASSIGNMENT AND SUBLETTING
Neither this Lease nor any interest in this Lease therein may be assigned, mortgaged, transferred
or encumbered, nor shall all or any part of the Premises be sublet (each of which, a "Transfer")
without Landlord's prior written consent, which shall not be unreasonably withheld. If Tenant is a
corporation, partnership, limited liability company, or any other entity, any transfer of a controlling
ownership or voting interest in such entity or any transfer or attempted transfer of this Lease by
merger, consolidation or liquidation shall be deemed a Transfer requiring Landlord's consent.
Transfers include, without limitation, one or more sales or transfers, by operation of law or
otherwise, or creation of new stock, by which an aggregate of more than fifty percent (50%) of
Tenant's stock, or partnership or membership interests, as applicable, shall be vested in a party or
parties who are non -stockholders or non -partners or non-members, as applicable, as of the date
hereof (provided that the foregoing shall not apply if Tenant's stock is listed on a recognized
national stock exchange or is traded over-the-counter). Any assignee or subtenant shall assume all
of Tenant's obligations under this Lease and shall be jointly and severally liable with Tenant.
Consent of the Landlord to any Transfer shall not operate as a waiver of the necessity for consent
to any subsequent Transfer. In connection with each request for consent to a Transfer, Tenant
shall pay to Landlord an amount equal to the "Transfer Fee" of the then current City fee schedule.
If Landlord consents to any proposed Transfer, Tenant may enter into the same, but only upon the
specific terms and conditions set forth in Tenant's Request for Consent; any such Transfer shall
be subject to, and in full compliance with, all of the terms and provisions of this Lease; the consent
by Landlord to any Transfer shall not relieve Tenant of any obligation under this Lease; Landlord
may require the Tenant and the Transferee to execute a Landlord's consent form; and no Transfer
shall be binding on Landlord unless Tenant and the Transferee deliver to Landlord a fully -executed
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counterpart of the document effecting the Transfer. If Landlord consents to a proposed assignment
or sublease then Landlord may require Tenant to pay to Landlord a sum equal to fifty percent
(50%) of any Rent and other consideration, profit or gain realized by Tenant from such sublease
or assignment, in excess of the rent allocable to the transferred space then being paid by Tenant to
Landlord pursuant to the Lease (after deducting the costs of Tenant, if any, in effecting the
assignment or sublease, including reasonable alteration costs, commissions and legal fees).
ARTICLE 10:
UTILITIES
10.1) Administration Building East Room - Tenant shall contract with the appropriate provider
to transfer the account for the power meter furnishing the East Room into Tenant's name prior to
commencement of this lease. Tenant shall be have the appropriate service provider bill Tenant
directly and Tenant shall be fully responsible for all charges associated with this account. Tenant
further agrees to hold Landlord harmless from any charges associated with this account.
10.2) Remaining Portion of the Administration Building — With the exception of the power
servicing the East Room, Landlord will hold the utility accounts for the Administration Building
in Landlord's naive and pay all utility charges associated with those utility accounts. Such accounts
include: Power, Water, Sewer, Storm and Garbage. Landlord will invoice Tenant for their
percentage share of these utility charges, which currently equals 28%. Tenants shall remit payment
for this percentage directly to Airport staff within 14 days of being invoiced. Utility payments due
to Landlord in excess of 30 days past delivery of invoice shall be subject to a penalty of 15% or
$15.00, whichever is greater. Utilities payments due to Landlord in excess of 60 days past due
shall be deemed breach of contract upon written notice and at the discretion of Landlord.
10.3) Internet & Communication Services — Tenant is responsible at its sole cost and expense for
establishing and maintaining its own internet and communication services to furnish its Premises.
Tenant agrees to ensure that its internet and communication services do not in any way interfere
with Landlord's service or the publicly accessible internet broad band service. If Landlord provides
notice to Tenant that Tenant's internet communication service is causing interference with
Landlords service, the public service, or any other Airport transmittal system, Tenant agrees to
take corrective action within 24 hours of notification. If Tenant does not take corrective action
within 48 hours of notification, Landlord may take corrective action at Tenants full cost and
expense; including the cost of bringing in any professional(s) deemed necessary by Landlord, plus
an additional 10% of the sum total for administrative purposes. Landlord agrees to provide
reasonable access to Tenant or Tenants agents to those areas necessary in housing such internet
and communications systems.
10.4) Except to the extent caused by the gross negligence or intentional misconduct of Landlord
or its agents, employees or contractors, failure by Landlord to any extent to furnish or cause to be
furnished the utilities or services described in this Lease, or any cessation or interruption thereof,
resulting from any cause, including without limitation, mechanical breakdown, overhaul or repair
of equipment, strikes, riots, acts of God, shortages of labor or material, compliance by Landlord
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with any, voluntary or similar governmental or business guidelines, governmental laws, regulations
or restrictions, or any other similar causes, shall not render the Landlord liable in any respect for
damages to either person or property, for any economic loss or other consequential damages
incurred by Tenant as a result thereof, be construed as an eviction of Tenant, result in an abatement
of rent, or relieve Tenant from its obligation to perform or observe any covenant or agreement
contained in this Lease.
ARTICLE 11:
ESTOPPEL
11.1) Estoppel Certificate —At the request of the Tenant in connection with an assignment of its
interest in this Lease, Landlord shall execute and deliver a written statement identifying it as the
Landlord under this Lease and certifying:
(I) The documents that then comprise this Lease;
(II) That this Lease is in full force and effect;
(III) The then current monthly amount of rent and the date through which it has been paid;
(IV) The term and any remaining term of this Lease;
(V) That no amounts are then owed by Tenant to Landlord (or, if amounts are owed,
specifying the same);
(VI) Whether to the Landlord's knowledge there are any defaults by Tenant under this
Lease, or any facts which but for the passage of time, the giving of notice, or both,
would constitute such a default.
The assignee of Tenant's interest in this Lease shall be entitled to rely conclusively upon such
written statement.
ARTICLE 12:
NOTICES
Any notice, consent, approval or other communication given by either party to the other relating
to this Lease shall be in writing, and shall be delivered in person, sent by certified mail, return
receipt requested, sent by reputable overnight courier, or sent by other approved forms of electronic
communication (with evidence of such transmission received) to such other party at the respective
addresses set forth below (or at such other address as may be designated from time to time by
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written notice given in the manner provided herein). Such notice shall, if hand delivered or
personally served, be effective immediately upon receipt. If sent by certified mail, return receipt
requested, such notice shall be deeined given on the third business day following deposit in the
United States mail, postage prepaid and properly addressed; if delivered by overnight courier,
notice shall be deemed effective on the first business day following deposit with such courier; and
if delivered by electronic communication, notice shall be deemed effective when sent.
The notice addresses of the parties are as follows:
To the City: Real Estate Division
Attn: Josh Arndt / Real Estate Manager
25 West Main St.
Auburn, WA 98001
253.931.3000
Jarndt@auburnwa.gov
With Copies to: Airport Management
Attn: Tim Mensonides / Airport Manager
2143 E Street NE
Auburn, WA 98002
253.333.6821
Tmensonides@auburnwa.gov
To the Tenant: SpanaFlight, LLC
Attn: Doug Miller / Owner
16705 103'a Ave. Ct. E
Puyallup, WA 98374
253.973.0419
Doug@spanaflight.com
ARTICLE 13:
INSPECTION, ACCESS AND POSTED NOTICES
Landlord and any of its agents shall at any time upon seventy-two (72) hours advance written
notice to Tenant have the right to go upon and inspect the Premises. Provided, however, that in the
event the Landlord determines, in its sole and absolute discretion, that an emergency situation
exists on or adjacent to the Premises, no advance notice to Tenant is required and Landlord may
immediately go upon and inspect the Premises. Landlord shall have the right to serve, or to post
and to keep posted on the Premises, or on any part thereof, any notice perinitted by law or by this
Lease, any other notice or notices that may at any time be required or permitted by law or by this
Lease. Landlord shall not be liable in any manner for any inconvenience, disturbance, loss of
business, or other damages arising out of Landlord's entry on the Premises as provided in this
Section except for such damage that is caused directly by, or through the gross negligence of,
Landlord, their employees, agents, or representatives.
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ARTICLE 14:
DEFAULT AND REMEDIES
14.1) Events of Default. Tenant will be in default ("Default") under this Lease if:
(a) any amount of Rent or other sums payable by Tenant to Landlord under this Lease
remains unpaid for more than thirty (30) days after the date it is due;
(b) Tenant files a voluntary petition in bankruptcy or makes a general assignment to the
benefit of, or a general arrangement with, creditors;
(c) there is an involuntary bankruptcy filed against Tenant that has not been dismissed
within sixty (60) days of filing;
(d) Tenant is adjudicated insolvent, or admits, in writing, its inability to pay its obligations
in the ordinary course as they come due;
(e) a receiver, trustee, or liquidating officer is appointed for Tenant's business;
(f) if Tenant violates or breaches any of the other covenants, agreements, stipulations, or
conditions described in the Agreement;
14.2) Cure of Default. Upon an Event of Default in 14.1, Landlord shall send Tenant written
notice of the violation. Upon receipt of such notice, Tenant shall have thirty (30) days to cure the
violation. Any violation that continues beyond this 30 day period shall be grounds for Landlord's
termination of this Lease. Tenant shall have no ability to cure a Yd (or subsequent) distinct Event
of Default occurring within a 12 month period.
14.3) Termination after Default. Landlord shall not elect to terminate the Lease as a result of any
Default described above without first providing Tenant with written notice of Landlord's intent to
terminate the Lease ("Termination Notice"); provided that any such termination shall be subject to
Landlord compliance with the provisions of Article 14.2. Subject to the preceding sentence and
the provisions of Article 14.2, Landlord shall have the rights and remedies provided in this Article
14, in addition to any other right or remedy available by law or equity (all notice and cure periods
set forth above are in lieu of and not in addition to any notice required pursuant to applicable
unlawful detainer/eviction statutes).
14.4) Upon Termination of this Lease, Landlord may reenter the Premises in the manner then
provided by law, and remove or put out Tenant or any other persons or subtenants found therein.
No such reentry shall be construed as an election on Landlord's part to terminate this Lease unless
a written notice of such intention is given to Tenant.
14.5) Upon termination of the Lease as a result of Tenant's Default, the Landlord may elect to re -
let the Premises or any part thereof upon such terms and conditions, including rent, term and
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remodeling or renovation, as Landlord in its sole discretion may deem necessary. Landlord shall
also have the right to cause any of Tenant's Subtenants, if any should exist, to direct all future
sublease rent payments directly to Landlord until such time as Tenants default has been cured. To
the fullest extent permitted by law, the proceeds of any reletting or payments made directly to
Landlord by any of Tenant's Subtenants shall be applied: first, to pay Landlord all costs and
expenses of such reletting (including without limitation, costs and expenses incurred in retaking
or repossessing the Premises, removing persons or property therefrom, securing new Tenants, and,
if Landlord maintains and operates the Premises, the costs thereof); second, to pay any
indebtedness of Tenant to Landlord other than rent; third, to the rent due and unpaid hereunder;
and fourth, the remainder, if any, shall be held by Landlord and applied in payment of other or
future obligations of Tenant to Landlord as the same may become due and payable, and Tenant
shall not be entitled to receive any portion of such revenue.
14.6) If Landlord terminates this Lease as provided in this Article, Landlord shall have the right
to reenter the Premises and remove all persons, and to take possession of and remove all equipment
and trade fixtures of Tenant in the Premises, in the manner then provided by law. Tenant waives
all claims associated with Landlord's exercising this right, and shall hold Landlord harmless
therefrom. No such reentry shall be considered a forcible entry. If Landlord elects to terminate the
Lease, Landlord may also recover from Tenant:
(I) Any earned but unpaid rent under this Lease owing to Landlord at the time of
termination;
(II) The amount of rent Landlord would receive under this Lease for a period of up to
the Tenn expiration or 24 months following the date of Termination inclusive of
any Security Fees and Leasehold Excise Tax described in Article 3.1 and
Adjustments in Article 3.3 above, whichever timeperiod is less. The parties
specifically negotiate and agree that this provision is intended as a liquidated
damages clause, and not as a penalty.
(III) Any other amount necessary to compensate the Landlord for any damages caused
by the Tenant's failure to perform its obligations under the Lease or which in the
ordinary course of things would be likely to result therefrom; provided that
damages associated with loss of Rent payable hereunder shall be limited to amounts
measured in 14.6(II) above; and
(IV) At Landlord's election, such other amounts in addition to or in lieu of the foregoing
that may be permitted from time to time by applicable law; provided that damages
associated with loss of rent payable hereunder shall be limited to amounts measured
in 14.6(II) above.
14.7) Indemnification. Nothing in this Article 14 shall be deemed to affect Landlord's right to
indemnification for liability or liabilities arising prior to termination of this Lease for personal
injury or property damage under the indemnification provisions or other provisions of this Lease.
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14.8) Time is of the essence for this agreement.
ARTICLE 15:
RETENTION OF AIRSPACE
15.1) Landlord retains the public and private right of flight for the passage of aircraft in the
airspace above the surface of the property hereinbefore described, together with the right to cause
in said airspace such noise as may be inherent in the operation of aircraft, now known or as
hereinafter used, for navigation of or flight in said airspace and for use of said airspace for taking
off from, landing on or operating at Auburn Municipal Airport.
15.2) Landlord reserves the right to further develop or improve the landing area of the Auburn
Municipal Airport as it sees fit, regardless of the desires or view of the Tenant and without
interference or hindrance.
15.3) Landlord reserves the right to maintain and keep in repair the landing area of the Auburn
Municipal Airport and all publicly -owned facilities of the Airport, together with the right to direct
and control all activities of the Tenant in this regard.
15.4) This Lease shall be subordinate to the provisions and requirements of any existing or future
agreement between the Auburn Municipal Airport and the United States, relative to the
development, operation, and maintenance of the Airport.
15.5) Tenant agrees to comply with the notification and review requirements covered in 14
C,F.R. Part 77 in the event any construction is planned for the Premises, or in the event of any
planned modification or alteration of any present or future Improvements or structure situated on
the Premises.
15.6) Tenant agrees that it will not erect nor permit the erection of any structure or object, nor
permit the growth of any tree on the Premises to exceed the established height contours. In the
event the aforesaid covenants are breached, Landlord shall give written notice to the Tenant
specifying the breach. If Tenant does not take action to correct the breach within ten (10) days of
receipt of said notice, the Landlord reserves the right to enter upon the Premises hereunder and to
remove the offending structure or object and cut the offending tree, all of which shall be at the
expense of Tenant.
15.7) Tenant, by accepting this Lease, agrees that it will not make use of the Premises in any
manner which might interfere with the landing and taking off of aircraft from Auburn Airport or
otherwise constitute a hazard. In the event the aforesaid covenant is breached, Landlord reserves
the right to enter upon the Premises hereby leased and cause the abatement of such interference at
the expense of Tenant.
15.8) It is understood and agreed that nothing herein contained shall be construed to grant or
authorize the granting of an exclusive right within the meaning of 49 U.S.C. §40103(e) and/or 49
U.S.C. §41101(c).
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15.9) This Lease and all the provisions hereof shall be subject to whatever right the United States
Government now has or in the future may have or acquire, affecting the control, operation,
regulation, and taking over of the Auburn Airport by the United States during the time of the war
or national emergency.
15.10) Landlord reserves the right to take any action it considers necessary to protect the aerial
approaches of the Auburn Airport against obstructions, together with the right to prevent Tenant
from erecting or permitting to be erected any building or other structure on the Premises which, in
the opinion of Airport or the Federal Aviation Administration, would limit the usefulness of the
Auburn Airport or constitute a hazard to aircraft.
15.11) Tenant, as well as Tenant's assignees and subleases, and the agents, employees, and
customers thereof, shall have the rights of access to and use of all areas and facilities of the Auburn
Airport which are intended for the common use of all Tenants and occupants of the Auburn
Airport, including but not limited to the take -off and landing areas, taxi areas, reasonable access
thereto from the Premises, and air control facilities.
ARTICLE 16:
FEDERAL AVIATION ADMINISTRATION
16.1) Tenant agrees:
(I) to prevent any operation on the Premises which would produce electromagnetic
radiations of a nature which would cause interference with any existing or future
navigational aid or communication aid serving Auburn Municipal Airport, or which
would create any interfering or confusing light or in any way restrict visibility at the
Airport; and
(II) to prevent any use of the Premises, which would interfere with landing or taking off of
aircraft at Auburn Municipal Airport, or otherwise, constitute an aviation hazard.
16.2) Landlord reserves the right during the term of this Lease or any renewal and/or extension
thereof to install air navigational aids including lighting, in, on, over, under, and across the
Premises in the exercise of any of the rights in this Lease. Landlord agrees to give Tenant no less
than ninety (90) days' written notice of its intention to install such air navigational aids.
ARTICLE 17:
NON-DISCRIMINATION
17.1) Tenant for himself, his heirs, personal representatives, successors in interest, and assigns,
as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are
constructed, maintained, or otherwise operated on the Premises described in this lease agreement
for a purpose for which a Department of Transportation ("DOT") program or activity is extended
or for another purpose involving the provision of similar services or benefits, the Tenant shall
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maintain and operate such facilities and services in compliance with all other requirements
imposed by 49 C.F.R. Part 21 as now enacted or as hereafter amended.
17.2) Tenant for themselves, their personal representatives, successors in interest, and assigns,
as a part of the consideration hereof, does hereby covenant and agree that: 1) no person on the
grounds of race, color, sex, or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to, discrimination in the use of said facilities, 2) that in the
construction of any improvements on, over, or under the Premises and the furnishing of services
thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination, and 3) that the
Tenant shall use the Premises in compliance with all other requirements imposed by 49 C.F.R.
Part 21 as now enacted or as hereafter amended.
17.3) If the tenant breaches any of the above non-discrimination covenants, Landlord shall have
the right to tenninate this Lease agreement and to re-enter and repossess said Premises and the
facilities thereon, acid hold the same as if said lease agreement has never been made or issued.
This provision does not become effective until the procedures of 49 C.F.R. Part 21 are followed
and completed, including expiration of appeal rights.
17.4) Tenant shall furnish its accommodations and/or services on a fair, equal, and not unjustly
discriminatory basis to all users thereof and it shall charge fair, reasonable, and not unjustly
discriminatory prices for each unit or service, provided that Tenant may be allowed to make
reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to
volume purchasers.
17.5) Noncompliance with Article 17 above shall constitute a material breach thereof and, in the
event of such noncompliance, Landlord shall have the right to terminate this Lease and the estate
hereby created without liability therefor or, at the election of the Landlord or the United States,
either or both said Governments shall have the right to judicially enforce the provisions of said
Article 17.4.
17.6) Tenant agrees that it shall insert Articles 17.1 — 17.5 in any lease, license, or sublease
agreement by which said Tenant grants a right or privilege to any person, firm, or corporation to
render accommodations and/or services to the public on the Premises herein leased.
17.7) The Tenant assures that during this tenancy it will undertake an Affinnative Action
program as required by 14 C.F.R. § § 152.401-425 to ensure that no person shall on the grounds of
race, creed, color, national origin, or sex, be excluded from participating in any covered
employment activities. The Tenant assures that no person shall be excluded on these grounds from
participating in or receiving the services or benefits of any program or activity covered by these
regulations. The Tenant assures that it will require that its covered suborganizations provide
assurances to the Tenant that they similarly will undertake Affirmative Action programs, and that
they will require assurances from their suborganizations, as required by these regulations, to the
same effort.
ARTICLE 18:
ATTORNEY'S FEES AND COSTS
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If by reason of default on the part of either party to this Lease agreement it becomes
necessary to employ an attorney to recover any payments due hereunder or to enforce any
provision of this Lease, the prevailing party, whether such party be the successful claimant or the
party who successfully defended against the claim of the other party, shall be entitled to recover a
reasonable attorney's fee and to be reimbursed for such costs and expenses as may have been
incurred by such prevailing party.
ARTICLE 19:
MISCELLANEOUS
19.1 Signage — Tenant shall have the right at their sole cost and expense to install and maintain
two wall -mounted, illuminated or non -illuminated signs on the Administration building, one (1)
on the east fagade and one (1) above the Tenant's front (north facing) entrance. Tenant shall also
have the right at their sole cost and expense to install a sign on the existing monument sign. All
signage shall be subject to and in accordance with the Auburn City Code, Chapter 18.56, and
Airport design standards, if any. No sign will be allowed that may be confusing to aircraft pilots
or automobile drivers or other traffic. Any additional wall mounted or free standing signage desired
by Tenant shall be subject to separate cost considerations and approval of the Airport Manager and
addressed in a separate addendum to this Lease.
19.2) Security - Landlord shall have no obligation to provide security to the Premises. If
reasonably required by Landlord, Tenant shall provide adequate lighting to provide for all-night
illumination of the Taxi lane apron of all buildings on the Premises, including aprons, aircraft
tiedown areas, vehicular parking lots, and pedestrian walkways surrounding the Premises. Tenant
may, but need not, employ security persons. If at any time during the term of this Lease, additional
security requirements are imposed on the Auburn Municipal Airport by the FAA or any other
agency having jurisdiction, and such additional security requirements apply to the Premises,
Tenant agrees to comply with said security requirements that affect the Premises, at Tenant's sole
expense, upon being notified of such requirements in writing by Landlord. If Landlord is fined by
FAA for a security violation caused by negligence of Tenant, or any of Tenant's sub -Tenants,
Tenant shall immediately reimburse Landlord upon demand.
19.3) No Brokers -Tenant represents and warrants to Landlord that it has not engaged any broker,
finder or other person who would be entitled to any commission or fees in respect of the
negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Landlord
against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted
by any such broker, finder or other person on the basis of any arrangements or agreements made
or alleged to have been made by or on behalf of Tenant.
19.4) Re ug_latory Compliance - The Tenant agrees, at its sole cost and expense, to conform to,
comply with and abide by all lawful rules, codes, ordinances, requirements, orders, directions,
laws, regulations and standards of the United States, the State of Washington, and City of Auburn
or agency of any of said entities, including rules and regulations of Landlord, including without
limitation those relating to environmental matters, and regulations set forth by the Environmental
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Resolution 5696 Page 17 of 22
Protection Agency, now in existence or hereafter promulgated, applicable to the Tenant's use and
operation of said Premises, including the construction of any improvements thereon, and not to
permit said Premises to be used in violation of any of said rules, codes, laws or regulations. Tenant
shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims, and demands,
including reasonable counsel fees, that may in any manner arise out of or be imposed because of
the failure of Tenant to comply with the covenants of this section.
19.5) Liens & Insolvency - Tenant shall keep the Premises free from any liens. In the event
Tenant becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of the Tenant, then the Landlord may cancel this
Lease at Landlord's option.
19.6) Non Waiver - Waiver by Landlord of any term, covenant or condition contained in this
Lease or any breach thereof shall not be deemed to be a waiver of such term, covenant, or condition
or of any subsequent breach of the same or any other term, covenant, condition contained in this
Lease.
19.7) Force Majeure - Except for the payment of Rent or other sums payable by Tenant to
Landlord, time periods for Tenant's or Landlord's performance under any provisions of this Lease
shall be extended for periods of time during which Tenant's or Landlord's performance is
prevented due to circumstances beyond Tenant's or Landlord's control, including without
limitation, strikes, embargoes, shortages of labor or materials, governmental regulations, acts of
God, war or other strife.
19.8) Severability - If any term, covenant, or condition of this Lease (or part thereof) or the
application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the
remainder of this Lease (and/or the remainder of any such term, covenant or condition), or the
applicability of such term, covenant or condition to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or
condition (or part thereof) of this Lease shall be valid and be enforced to fullest extent permitted
by law.
19.9) Choice of Law, Integration, and Interpretation — This Lease and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the laws of the State of
Washington and venue for any action hereunder shall be in King County, Washington. This Lease,
together with any subsequent amendments or addendums, constitutes the entire agreement of the
parties and no other understandings, oral or otherwise, regarding this Lease shall exist or bind any
of the parties. All captions, headings or titles in the paragraphs or sections of this Lease are inserted
for convenience of reference only and shall not constitute a part of this Lease or act as a limitation
of the scope of the particular paragraph or sections to which they apply. Construction of this Lease
shall not be affected by any determination as to who is the drafter of this Lease, this Lease having
been drafted by mutual agreement of the parties.
19.10) Tenant will be granted two keys each for the exterior entrance door and to the Tenant's
Premises. If Tenant desires additional keys Tenant may duplicate the provided keys to Tenant's
Premises only and at Tenant's sole expense. Tenant may change the lock, to the door providing
access into Tenant's Premises at Tenant's sole expense. If Tenant elects to change the lock to
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Tenant's Premises, Tenant will provide a copy of the new key to Landlord at no charge to
Landlord.
19.11) Gate Cards - Tenant shall coordinate with the Airport Manager upon Commencement of
the Lease to determine and checkout the appropriate number of gate cards needed for sufficient
operations at the Airport. Tenant shall be responsible for the management of the gate cards issued
and responsible for the actions of any person that gains access using the cards and shall not make
the gate cards available to anyone not affiliated with Tenants operations. Tenant shall promptly
report any gate cards that have been lost, stolen or not returned to the Airport Office and must
obtain replacement cards per the current fee schedule prices. Upon termination or expiration of the
Lease without any extensions thereof, Tenant shall immediately and without notice or demand
return the gate cards to the Office of the Airport Manager.
19.12) Gate Codes - Gate codes will be provided for personnel gate access onto the Airport. Gate
codes are subject to change as determined and in the sole discretion of the Landlord. Tenant shall
be notified prior to changing of the gate codes and it shall be the responsibility of the Tenant to
notify their customers and employees of said change. Tenant shall immediately notify the Landlord
and the office of the Airport Manager if the codes need to be changed to prevent access from a
customer or employee to maintain security.
19.13) Authority - Each party hereto warrants that it has the authority to enter into this Lease and
to perform its obligations hereunder and that all necessary corporate action to authorize this
transaction has been taken, and the signatories, by executing this Lease, warrant that they have the
authority to bind the respective parties.
19.14) Amendment of Lease — This Lease may be altered, changed, or amended, if done in writing
and mutually executed by both the Landlord and Tenant.
19.15) Airport Rules and Regulations. Tenant, Tenant's customers, guests, representatives,
directors, officers and employees, are subject to and shall at all times abide by the Airport Rules
and Regulations as may be amended from time to time. A copy of these rules and regulations are
located at auburnmunicipalairport.com/documents-and-forms and are hereby incorporated by this
reference.
ARTICLE 20:
SIGNATURE
By signing in the space below, the TENANT ACKNOWLEDGES HAVING READ AND
UNDERSTOOD AND AGREES TO THE CONTENTS OF THIS AGREEMENT.
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Resolution 5696
Page 19 of 22
Executed this JI day of J , 20e)3 .
SPANAFLIGHT, LLC:
WUJI IC
i er, Ow er
STATE OF WASHINGTON )
\ ) ss.
County of + r l )
The undersigned Notary Public hereby certifies: That on this i (th day of a 0-Y'
20 7- , personally appeared before me 1,�o U G [off j j I fiy' (name),
0 W -yl &✓ (title), to me known to be the individual(s) described in
and who executed the within instrument, and acknowledged that he/sire-signed and sealed the same
as his/ -free and voluntary act and deed, for the purposes and uses therein mentioned, and on
oath stated that he/4t& fas duly authorized to execute said document on behalf of
15 ? OwW.-G G (
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and
year first above written.
-0�N TAYCO III//
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SpanaFlight, LLC / COA Lease
Airport Administration Building /East Room
Resolution 5696
ary Public in dnd forhe State�of Washington,
Residing at V `V1 Co unf
My commission expires 5
Page 20 of 22
Executed this '9'21r day of J Q n u ay -N/ , 202
CITY OF AUBURN:
STATE OF WASHINGTON )
) ss.
County of �.i r) A)
Approved as to form:
"-Ow
Kendra Comeau, City Attorney
The undersigned Notary Public hereby certifies: That on this !_t1__ day of ja n u UV_, , 20,a,
personally _ appeared before me Na n C-%4 GK.hI (name),
M Uel O r (title), to me known to be the individual(s) described in and
who executed the within instrument, and acknowledged that +reAhe signed and sealed the same as
/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath
stated that -he/shj was duly authorized to execute said document on behalf of
aF lour n .
In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first
above written.
�tttt��r , rr
� S�r� •� 9:�a�`: Z
SpanaFlight, LLC / COA Lease
Airport Administration Building / East Room
Resolution 5696
1
Notary Public in and for the State of Washington,
Residing at F1. -e-y C/-6 UU
My commission expires 5 ` 04 — 2 -4 -
Page 21 of 22
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SpanaFlight, LLC / COA Lease
Airport Administration Building/East Room
Resolution 5696
Page 22 of 22