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Home My WebLink About5907 LEASE TERMINATION& SURRENDER AGREEMENT (Classic Helicopter Corp.) This Lease Termination and Surrender Agreement ("Agreement") is effective as of the 2.211 day of May, 2026 (the "Agreement Date"), by and between The City of Auburn, a Washington municipal corporation ("Landlord") and Classic Helicopter Corp., a Washington corporation ("Tenant"). I. RECITALS 1. Landlord and Tenant entered into a Lease Agreement dated December 16, 2020, for office space and tie-downs on the Auburn Municipal Airport(the"Airport"),which was ratified by the Auburn City Council pursuant Resolution 5560. The Lease was subsequently amended on September 30, 2021 (the "First Amendment") and extended by agreement on October 31, 2024 ("Extension Option 1 of 2"). The Lease,as amended and extended is herein referred to collectively as the"Lease" and is currently scheduled to expire on December 31, 2027. 2. Tenant provided helicopter tours and helicopter flight training utilizing leased helicopter aircraft. 3. On March 9, 2026, Tenant notified Landlord (Real Estate Manager & Airport Manager) by phone and email that the helicopters leased by Tenant had been sold and were no longer available for Tenant's use. 4. Tenant attempted in earnest but was unable to secure replacement aircraft to continue Tenant's operations on the Airport. 5. Due to Tenant's inability to secure replacement aircraft, Landlord and Tenant mutually desire to enter into an agreement for the early termination of the Lease, subject to the conditions set forth in this Early Termination& Surrender Agreement(this "Agreement"). 6. The Auburn City Council approved this Agreement through its ratification of Resolution 5907 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, Landlord and Tenant hereby agree as follows: II. AGREEMENT 1. Termination. The Lease between Landlord and Tenant, including any option rights thereunder, shall terminate effective April 30, 2026 ("Termination Date") which Termination Date may be applied retroactively to a date prior to the Effective Date of this Agreement. The parties acknowledge and agree that Tenant has turned over all keys, key fobs, and possession of the Premises (as defined in the Lease)to Landlord on or before the Termination Date. 1 2. Surrender of Premises and Personal Property. On or before the Termination Date, Tenant shall have fully vacated and surrendered the Premises in a condition acceptable to Landlord and in accordance with the terms of this Agreement. Tenant agrees that all Tenant Improvements,whether installed by Landlord or Tenant during the term of the Lease, shall remain on the Premises and shall become the property of Landlord as of the Termination Date. To the extent Tenant leaves any personal property on or within the Premises, such personal property shall be deemed abandoned by Tenant and shall become the property of Landlord as of the Termination Date and may be removed or disposed of by Landlord in its sole discretion. 3. Fees. Landlord and Tenant acknowledge that all Rent(as defined in the Lease)has been paid through the Termination Date. The parties further agree that no Rent shall accrue or be owed after the Termination Date, and that no termination fee shall be imposed under this Agreement;provided, however,that Tenant shall remain responsible for and shall timely pay all utility charges attributable to the Premises through the Termination Date, regardless of when such charges are billed. 4. Mutual Release. a. Release of Landlord. As consideration for the terms and conditions of this Agreement, including Landlord's acceptance of the early termination and surrender of the Lease, Tenant agrees and does hereby release the Landlord, and its partners, owners, officers, directors, agents,employees,and attorneys from any and all claims and causes of action,known or unknown, arising out of the Lease and including without limitation, all property damage or loss of Tenant's quiet enjoyment of the Premises, claims arising in contract or tort and arising out of the Tenant's occupancy of the Premises subject to the Lease, whether express or implied, or claims otherwise arising from any acts or omissions occurring prior to the date hereof,whether or not the subject of any lawsuit. Those obligations of Landlord set forth herein shall survive and are not released until said termination and surrender of the Premises has been completed as set forth in this Agreement. b. Release of Tenant. As consideration for the terms and conditions of this Agreement, including Tenant's early termination and surrender of the Premises, Landlord agrees and does hereby release the Tenant, and its members, owners, officers, directors, agents, employees,and attorneys from any and all claims and causes of action,known or unknown,claims arising in contract or tort, whether express or implied, or claims otherwise arising from any acts or omissions occurring prior to the date hereof, whether or not the subject of any lawsuit. Those obligations of Tenant set forth herein shall survive and are not released until said termination and surrender of the Premises has been completed as set forth in this Agreement. Landlord agrees that provided Tenant pays and all costs and expenses as required under this Agreement, Tenant shall have no further obligation for the payment of rent and/or for any other obligations under the Lease for the Premises. 2 5. Representation and Warranties. Tenant and Landlord each represent and warrant to the other as follows: a. That said party has the authority to enter into this Agreement and to perform under this Agreement; b. That said party has not breached the Lease, including without limitation, entering into any agreement to sublease the Premises to anyone else; and c. That said party has no knowledge of any liens on the Premises due to Tenant's activities. 6. General Provisions. a. Time is of the essence in the performance of the parties' respective obligations set forth in this Agreement. b. This Agreement constitutes the entire understanding of the parties and all prior agreements,representations,and understandings between the parties,whether oral or written, are deemed null, all of the foregoing having been merged into this Agreement. The parties acknowledge that each party has had the opportunity to have independent legal review and/or its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement or any document executed and delivered by either party in connection with this Agreement. c. This Agreement shall be construed under Washington law and venue for any claims arising out of this Agreement shall be in King County, Washington. d. If for any reason, any provision of this Agreement shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Agreement. e. This Agreement, including Exhibits and/or addenda, if any, expresses the entire agreement of the parties and supersedes any and all previous agreements between the parties with regard to the Premises and the Lease. There are no other understandings, oral or written, which in any way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either expressed or implied, except as may be set forth herein. f. This Agreement may be executed in counterparts.All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. g. The parties hereto agree that each party shall be responsible for their own attorneys' fees and costs incurred in the negotiation for and preparation of this Agreement. In the event any dispute between the parties over the terms of this Agreement results in litigation,venue shall be in Pierce County and the prevailing party in any such action shall be reimbursed by the 3 non-prevailing party for all reasonable costs and expenses, including, without limitation, reasonable attorneys' and experts' fees and costs incurred by the prevailing party in connection with such litigation or other proceeding and any appeal thereof. Such costs,expenses and fees shall be included in and made a part of the judgment recovered by the prevailing party, if any,including any appeal. h. Except as modified herein, all other covenants,terms and conditions of the Lease remain in full force and effect. In the event of any conflict between the terms of the Lease and this Agreement,the terms of this Agreement shall govern. (Signatures to follow.) IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. LANDLORD: TENANT: City of Auburn Classic Helicopter Corp. Y1 Digitally signed by Daniel Dolan By: , •A . •_ _ By: D a n I e I Dolan Date:2026.05.08 0702:42-0700' Nancy :ac,414or Daniel Dolan, President 4 „if Approves .s..• form:' /4.11P 4rAiln‘,- ,i, Jason Whalen,City Attorney 4