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HomeMy WebLinkAbout1305~ r f ~ ~ r '!h ' j t. ,."Y 1 2 3 4 5 6 7 81 91 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 RESOLUTION N0. 1 3 0 5 r ~ ~ ~.. ~ t >t.. } T A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING AN ASSIGNMENT OF THAT CERTAIN FIXED-BASE LEASE AT AUBURN AIRPORT DATED MARCH 22, 1972, BETWEEN THE CITY OF AUBURN, WASHINGTON, AND SEATTLE FLIGHT d/b/a AUBURN FLIGHT TO SEATTLE FLIGHT, INC., AND AUBURN FLIGHT INC. t~1HEREAS, at a regular meeting of the Auburn City Council on March 20, 1972, it was duly seconded and passed that the Mayor and City Clerk be authorized to sign a Fixed-Base Lease at Auburn Municipal Airport dated Plarch 22, 1972, be- tween SEATTLE FLIGHT d/b/a AUBURN FLIGHT; and WHEREAS, said lease requires the permission of the Auburn City Council before an assignment of the Lessee's rights therein can be made; and WHEREAS, SEATTLE FLIGHT d/b/a AUBURN FLIGHT has requested permission to assign its Lessee's right under said lease to SEATTLE FLIGHT, INC., and AUBURN FLIGHT, INC. (the latter being a newly formed corporation). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES THAT: SEATTLE FLIGHT d/b/a AUBURN FLIGHT is herewith authorized to assign its Lessee's rights, privileges and obligations to that certain Fixed-Base Lease at Auburn Municipal Airport dated March 22, 1972, to SEATTLE FLIGHT, INC. and AUBURN FLIGHT, INC. and the latter two corporations by their duly authorized representatives, herewith. agree to accept and carry out all the provisions of said lease. DATED this 15th. day of March, 1982. CITY OF AUBURN ~- /~~ ' ~~~ °~-~ ^ry MAY 0 R ~ ATTEST: U ~. ~; C City Clerk TTLE FLIGHT, ~L~VC. -~.:~ ~_ -- resolution No. 1305 3-1'6=82 SEATTLE FLIGHT d/b/a AUBURN FLIGHT .~l ` ,'~ , ~ ,~ ~ A111~U~N FLIGHT, INC. BY: F t r r ~ ,t ~ ' , ~- ~ ~ LEASE ASSIGNMENT AGREEMENT ~ Y ~ f ~ 7 r L WHEREAS, on March 22, 1972, the CITY OF AUBURN, a municipal corporation, acting under the laws of the State of Washington (hereinafter referred to as "City") and SEATTLE FLIGHT SERVICE, INC., d/b/a Auburn Flight Service, a corporation operating under the laws of the State of Washington (hereinafter referred to as "Seattle Flight") entered into atwenty-year (20) lease wherein the City agreed to lease certain real property to Seattle Flight at the City's Municipal Airport of certain Municipal Airport facilities, a copy of which lease is attached hereto and the terms of which are incorproated herewith by reference and denominated as Exhibit "A"; and WHEREAS, under the terms of said lease, Seattle Flight cannot assign its rights and obligations under the aforementioned lease without the permission of the City; and WHEREAS, Seattle Flight does now seek permission to assign its rights and obligations under said lease to a newly formed corporation to be known as AUBURN FLIGHT SERVICE, INC., a Washington corporation formed December 31, 1981 (hereinafter referred to as "Auburn Flight"); and WHEREAS, said Auburn Flight desires to assume the rights and obligations under said lease. NOW, THEREFORE, in consideration of the mutual benefits to be derived herefrom, it is mutually agreed as follows, to-wit: 1. On the date of the execution of this lease assignment by the parties hereto, Auburn Flight shall asume the rights and obligations under the aforementioned lease denominated Exhibit "A", attached hereto, and 1 a. ~ , / . 2 f - f i t [ 2. In authorizing the assignment of said lease rights and obligations from Seattle Flight to Auburn Flight, the City and Auburn Flight acknowledge that the City is not releasing Seattle Flight from any of its obliations under the aforementioned lease dated March 22, 1972. 3. Auburn Flight in assuming said lease herewith promises and covenants to faithfully perform all its obligations thereunder to the City. 4. Seattle Flight Service, Inc. does hereby, for valuable consider- ation received, sell and assign to Auburn Flight Service, Inc. that certain lease entered into with the City of Auburn on March 22, 1972, together with all its rights thereunder. 5. In further consideration supporting assignment of that lease between the City of Auburn and Seattle Flight Service, Inc., Seattle Flight Service, Inc. does hereby agree that it shall be joined as a party defendant with Auburn Flight Service, Inc. and may be pursued jointly or separately for any default occuring in the subject lease, as assigned, without any requirements that the City of Auburn first exhaust any remedies it may have against Auburn Flight Service, Inc. DATED this 12th. day of Apri 1 , 1982. ~~ MAYO ~'' ATTEST: ~~ ~ ~ ~ z ~~e City Cl k r 2 ~ 1 f ~ ~ a .1 ~ ~ r R i ~i t AUBURN FLIGHT SERVICE, INC. _~ -- ~.- _ - =_ ~-----_ ~ _~"c's~r,~tiorate seal --:. ~~~test: F ,, ~ ~ , ~rvl. ichael Jones, Secretary By: J ELLS GARCIA, President ~(~~,t,L • ' SEATTLE FLIGHT SERVICE, INC. "- B . JAC REED, President corporate seal Attest;, ` - Sec tary 3 ~, ~, ~ ~ ~ R ~ T . i ~ / i 1 v r 7YI 7 v ~ ~/~ i t C FIXED-I311~I~ LL;A:?I: A`i' AUI3URiQ AIRPORT Y ~ } THIS LEASE AND AGREET•IENT made and entered into this ~,~rG ~ day of ~z~~1-~~./ , 1972, by and between the. CITY OF • AtiI3URN, acting through the Auburn City Council, its governing b~~ard,acting on behalf of tie City and .with authority to act ' on behalf of the City to enter into this lease and agreement (}.ereafter referred to as "Auburn") and SEATTLE PLIGHT SERVICE, d;b,/a Auburn Flight Service, a corporation, hereinafter re- f~~rred 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 liere~fter stated in this agr.eemeizt. (c) As a condition precedent to the Lessee's obligation to pay rent, Auburn will construct a building in accordance with t.hc plans and specifi- cations at tachi:d her`+to a:~ L:x]iibit F3 for the use of i~he Lessee. NOW, `!'I)T:I2L;FOr;I?; in considcrati.or. bf the mutual covci~ants c3 l(.{ i1C,j]'C'.c~i?1C'Jlt"S }~(~]"C;]_]7 COnf~CL1I"1(~C~, ~U}, t1Y'31 ~iI1C~ l~C'S:iG'C? a(JrCC_' aS fOllOwS: 3rd D. aft 3-?_2-72 ' ~ , ~ i ~ ~,', , ' 2 . Desr_r:i l~ti.on of i'i-enu. yes . ' I~uburn hereby leases to Lessee the fol.lowin'g d.~scribed property located on the 1~uburn airport, King Comity, ~9.~shington, more Particularly described in the, legal descrip- tion attached hereto as.Exhib~it A which is incorporated into tiffs 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 and for no other purpose. The fixed-base operation may include any or all of the following u:;es (a) male of new and used aircraft (both retail and wholesale); fib) Sale of aircraft parts and accessories (retail and wholesale) ; (c) Sale of new and used radial and all other electronic equipment including aircraft instruments; (d) Sale of navigational and airmen's supplies and accessories; ~, (e) Flight operations, including flight training, . demonstration of aircraft for sale, charter and air taxi; (f) Towing of disabled aircraft; (g) Financing, leasing and insuring of aircraft;. (h) Loading and unloading of aircraft in any • lawful business; (i) '1'rie~ installation. of a vending equipment and/car r..offce bar with the purpose of serving Lessee's ~mployecs and cu~torners; _-~- C ~ ~ L ' r ' ~ ~ ~ ' l ~ [ V ~ ~ f i. ~• ~ ~ (:j ) Rcni-.-a-car service upon paynu~nt to L,es.~or. of adclition~il r.eni,a].. or fees based upon a rate equal to t}iosc paid uy other car rental agencies - operating on sirni:larly situates] 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 term of this lease shall be for a period of t~~~enty (20) years. The term of this lease shall commence when t~~e Lessor has completed the building set forth in the plans or Exhibit B in accordance with the plans and specifications and when the certificate for occupancy of the building has been i:;sued to Auburn. ' 5. Rentals, Fees and Charges.. Subject to renegptiation, additions or credits a,: hereinafter provided,.the Lessee agrees to pay Auburn for the use of the premises, facilities, rights, licenses, services ar~d privileges granted herein, the following rentals, fees and .cl~argc:s all payable in monthly installments in advance, on or before the 10th of each month except that any tie down fees sl_all. be for the preceding calendar month. In the event. the giant of a particular right becomes effective o.r terminates any other date than the first of such a month, the charge for such giant: shall be prorated according to the number of days during which such grant was enjoyed. The rental so paid shall be all ir: alt ,ive. (a) $700.00 per .moi:th during the first two-year per-iod in which this l.easc~ is in effect. -3- ~ t '~.,,i . G. RcrrLa]. 1tat.e and l:~ltc 7ldjustmc:~nt ~l'he reni.~il r.ato set forth :i.n paragraph 5 a;~ove i_s subject to adjustment at the end of: the second year., the end of the fifth year, the end of the tenth year and the eTid of the fifteenth year from the commencement date of this lease. However, any adjustment permitted under the provisions of this lease for each succeeding period between renegotiations shall - ~TOt exceed the following percentage limits: From the second year of the lease to the fifth year of the lease: The basic rent plus seven percent (70). From the fifth year of .the lease to the tenth year of the lease: • ' ~ (21-1/4~ The basic rent plus twenty-one percent ~(xXJ~~(U(. From the tenth year of the lease to .the fifteenth year of the lease: The basic rent plus fifty-five percent (550). From the fifteenth year of the lease to the twentieth year of the lease:. The basic rent plus one hundred and one- '. quarter percent (100-1/4a). For the purposes of .this paragraph, the basic rent is $700.00 per month. For any adjustment of rental less than the maxi- n,um amount as provided above, the rental rate shall be deter- mined in .the following manner: ' (a) Six months before the renegotiation date, the Lessee shall propose a rental. rite for the next period, whicl.i period shall be from the fori,licoming rcn~goiiation date t.o the following renegotiation Page Red~aft 3-22-72 _,1 • , t `..~ ~, • or loss o1' ol:~r.rat.i..on:, of tlic T,c~:~:,cc's f.ac:i].:ity • by the Lc~,sor; (4 ) Any .increase or decrease ii7 taxes or assessments for trliich l~uburn aS the Lessor is obligated to pay. In no case shall the adjusted rental be less than 'the basic rental of $700.00•per month. (5) Tf agreement is not reached 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. (b) Within fifteen {15) days after the arbitrator has been selected, both the Lessor and Lessee will sub- mit to the arbitrator their proposals for the renego- tiated 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. • (c) 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 rc~resentativesappear and argue such .matters regarding the renegotiation as thQ parties aeern fit.. Within five (5) lays riftcr_ such time the arbitrator shall make a -' J - ~• ~,. d~itc, rind tl~e .par. tic: hereto m~~y on mui.ua.l agrc~e- meat chanc~c the grounc_1 reiit~zl rate . j4ith respect to any proposed rate, both parties and any arbitra- for appointed to arbitrate the rent, shall take into account the following •f actors: (1) Any increase or decrease in the cost of living index as shoran by the IIureau of Labor Statistics for the preceding lease period; (2) .The profitability or loss of the oper- ations as conducted by the Lessee; •(3) Any increase or decrease in the profit or loss of operations. of~the Lessee's facility by the Lessor;' (4) Any increase or decrease in taxes or assessments which either Lessor or Lessee is or shall be obligated to pay. F-Iowever, in no case shall the adjusted rental be less than the basic rental of $700.OO.per month. (5) Any increase or decrease in, the charges for tie down spaces made to other users of the airport. . (6) If agreement is not reached ninety (90) days before the renegotiation date, the parties shall mutually agree on an arbitrator to fix the forthcoming rental; and if the par- • ties are unable to agree upon an arbitrator, they shall apply to the Supcrior,Court for I:ing County and rcc~uest the presiding judge of that court to appoint an arbitrator to fix the rental. P~;ge Re~~raft 3-22-72 _~ A- 5 . ~ ' . ~ , ' v, ~ t e ~ ~. (}~) tVi.Lliin f:ifLc~cn (lam) days a1't:cr tl~c arbiL-r.~a- for h~~ ~ been seJ_eci.ed, both .the Lessor and .Le ~sce will submit. to the arbitrator their proposals for the renegotiated rent taking due accqunt of the factors set forth for adjusting the rent. T}Ze arbi- trator will analyze said proposals and conduct such investigation, interviews and discussions with or without the parties as he feels necessary. (c) 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 t}ze arbitrator shall make a ;, Page R di•~~fi; 3-22-72 S ]3 - ~ ~ ! ~ ~ ~ ~•+.~ 'final written determination of the forthcoming rental ~at.e which shall be final and binding on all parties.. (d) Lessor and Lessee shall equally share the costs of the arbitrator's fees. 7. Rates ,_ Rentals and Other Char.Res. • Lessee shall furnish the Lessor with a complete schedule of all prices charged by the Lessee for each service o~-.unit charged to the general publ"ic. 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 p~iblic airport facilities including but not limited to taxi- w~~.ys, runways, aprons, navigational aids and facilities relating t}lereto for the purposes of landings, take-offs and taxiing of Lessee and Lessee's tenants' aircraft. All such use shall be iil accordance with the laws of the United•States of America, t}~e State of Washington, and the .rules and regulations promul- g~~ted by their authority with reference to aviation and air nzwigation, and in accordance with all reasonable and applicable rules, regulations and ordinances of the Lessor now in force or hereafter 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 and pursuant to sponsor's assurances given by Lessor to the United States Government under the' Federal l~irport Act. 9 . Mainten~.incc and Repairs . . (a) Exterior Repairs: Lessor shall keep the --G- ~ ;..r, i V ~ C v r foundations, adjacent sidewal.ks,exterior walls, roof- and downspouts in good order and repair, 'pro- vided; however, that. Lessor shall not be required to repair damage which results from acts of negli- gence by the Lessee, his agents, servants or em- ployees, when such damage is caused by any peril not included within a standard form of fire, extended coverage and sprin}cler leakage insurance. If Lessor refuses or neglects to commence or complete repairs, either promptly or adequately, Lessee may, but shall not be required to, commence or complete the repairs, and Lessor shall pay the costs thereof to Lessee on demand. (b} 'Interior Repairs: The Lessor 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; provided, however, that Lessor shall not be required to .repair damage which results from acts of negligence by the Lessee, his agents, servants or employees, when such damage is caused by any peril not included within a standard form of fire, extended coverage and sprinkler leakage insurance. If Lessor refuses or neglects to commence or complete structural rcpai~~s either promptly or adequately, Lessee may, but shall not be required to, commence or complete the repairs and Lessor sha1.1 pay the cost thereof to Lessee O11 dLlllanCi . The Le,:~sce shall }peep the interior of: the -7- (1C'.11;].:iCC~ ]]]-(.`Fn]_.`iC_':i to (]C~Ot_l re]~il]_)', Llt 11]_5 OiJ11 C::]~( )1SiC, ~.tzbjec~t: i:o a]~]~rova]_ of l,c_ir~(~r, c~:cc]~t ~~:, othc~r~~,~:~_,~e provi~icc~l i)) tl)1_ ; haraclrapl) . Lessee may make in ..r.rior ~~1.teration_> and acldii:ions alt ii:s ow)i cost, subject to approval of the Lessor. The Lessee shall .replace all taindow glass . and plate glass t•aith•the glass of s~imc or similar quality whenever said glass is broken oz destroyed;. except that the obligation to replace said glass shall rest upon the Lessor when said glass is brolcen or destroyed by fire or extended coverage perils; and the obligation to replac:: plate glass shall rest upon the Lessor ~•;heizever said glass is broken or destroyed by building collapse, settling or other structural or inherent defect unless Lessee has been indemnified under a policy•of plate glass insurance which the Lessee has elected to carry. , (c) Ownership of Repairs and Improvements: • If Lessee makes interior repairs, alterations or additions at his oe;n cast and expense, the improve- menu shall, when made, be deemed to have attached to the freehold, but the Lessee shall. retain such property rights herein as may be att)-il~utable to the remaining terms of this lea e. Signs, electrical.ec]uipment, . store fixtures and other removahl_:e trades fixtures shall not be deemed strurtura]. al.ter.at:ions, additions, im]~rovemcnts or int.cr. for re]_~airs , ht the cxpir.ai.ion of t})c t.crrn hc~rco the 'I:,cssc:e, if not in defy u.l_t, may r.elriovc~ r.liC]l s_c]n ,, ec_,ui]~rneni: and trade fi}:t:urr.s ~•~lli.ch con~itii_ut.c.: i_t.s pro]~c~rty, p).ovi_ded t.htlt upon such >°c>>(ova1, ' ' ~../ ~, , t . the 1Je ):Jee Wll.l llOt 1)C1-m1t any drinulgc to t:hC! l)rl!m~.:iC?s. 10~. ~'1_l'.i1111.1.11CSEi c~111C~ ~acZ~;tf.'. Lessee shall keep the demised premises and the wi:lks thereto belonc3ing at all times in a neat, clean ane~ sani- t~:ry condition free from. snow, ice, waste or debris and shall. ncitller conunit nor permit any waste thereon. 11. Personal Property Taxes. ' Lessee shall pay promptly when due all taxes. a:_>sessed and levied against its fixtures, furnishings, equip- mc:nt and stock in trade during the term hereof unless such a:~sessrnent and levy are being protested according to law. 12, Property insurance and Waiver of Subrogation. Neither the Lessor nor the Lessee shall be liable tc, the other for loss arising out of damage or destruction of tl~e 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 oi' Liability shall exist whether or not the damage or destruc- t:~on 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, r:~nt.als reserved by this lease have been provided in contempl.a- ton that each party shall carry the foregoing insurance pro- t~ct:ion at his own expense and that each party shall look to his r<~sl:~ective insurance carrier for reimbursement of any such loss aid further that the: insurance carriers involved shall not sub- r>g~.te against either party. Neither the Lessor nor the.Lessee ~;la.l_1 have any interest in thr~ other's insurance policy ox the ~~_ ~, ~~ ;, 4.d' ' ~ •.:.~ l ~:oc:cccl:; tl~crr_of tu~].cs:.s :,~~cc:i.fic~Z.l7y c:ov<~1-cc; ia~urcin as ~i ' j oi~i L insu]:c~d . 13. Public ]~i.<-~b.i.7ii:y Insur~inco. ' The Lessee agrees to pror_ure and maintain in force for the term of this•lease public liability and .property damage insurance with a minimum cover~ige of One I~9illion each Dollars ($1,000,000.00) combined single limit, x~~.rb~ occur- rence. The policy shall also provide that the same shall not be cancelled until a ten-day written notice of cancel- lotion has been served upon the Lessor. Lessor shall be named as an additional~insurec~ on such policy, and~Lessee h~~i_11 furnish written evidence .~f thi_s coverage , to Lessor , 14. Bold IIarm]_ess. Lessee shall indernnify~and save harmless the Lessor,. its officers, anents~and employees front and against. all claims, demands, loss or liability which Lessor, its officers, agents and employees may sustain, or incur or wi~ich may be imposed upon them or~any of therm for injury to or death of persons, or damage to property arising out of: or connected with any negligence or ]_ack of care of the Lessee, its officers, agents or employees in use of the d :misecl~ premises including the 1~uburn I~irport and its facili- t. L c' s . ' 15. Rescrva~Lions to T.,esso~-. ~ . Upon ~:iccept~zncc~ of tlic~ le~~sed prc,mi.~_,~s by Lessee, tic aecc~i~>t~<inc:e shr~7.1. be subject •to ~i~~y ~~inca all existing ca:_~ements Pa~c :redraft 3-?_0-72 ._:I~- i i • .~' ~ .. .. ~ ,,~ ~~ r, , e~i" (fit}1C Y. CI1CU1111).l:'~tI1Ce':;; ~lnd LUS;:iUr .317 i.1 ]_1 ]li1VC'. t]1C 1"1C~]1t t0 ].11- :tall, l~~y, construct, maintain, rcl~air. and operate such sani- Miry sewers, clr<rins, 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, u~?on, 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 purposes. 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, provided, 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 (60) days 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 exist- ing circumstances. Lessor agrees that it will cause the surface of th_~ demised premises to be restored to its additional condition up~~n the completion of any construction, Lessee further agrees that should the granting of_ these rights temporarily interfere tai.h the use of any or all of the demised premises, the rental sh::ll be reduced in a porportion to the amount said•interference be~ r:> to .the total use: of t}re demised. pr.cm:ises.. -] ],- . , `.....i 1G. Dut:ies af: i;he Le::~~~ce. ' (a) Lessee sha]]. be solely responsible far. 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 premise s 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 attractive condition. (c) Lessee agrees to furnish good, prompt and efficient service adequate to meet. all reasonable demands 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 cause or permit to be erected; installed •or oper- ated 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 withhold pei~-inission to the Lessee to erect any sign, provided said sign is in keeping with the nature of the bus:i.ness and conforms to the standards of_ good -12- i ~ ~ ~.~ busine:.~ and commcrci.al practice. r o ,l ' ~ 1 (e) In thc~ conduct of its business at Auburn Airport the Lessee, 'its employees, agents and~ser- wants shall obey all applicable rules, regulations and ordinances and laws thatmay 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 cost of removal•thereof to the Lessee. 17. Assignment. Lessee shall not assign this lease or sublease any part of the premises without the prior written approval of Auburn. 18. P.ight of Lntry and Inspection of the Premises. Auburn reserves the .right at any reasonable time to entex upon said premises through its designated agents or employees for the purpose of inspecting the leased premises. 19. Rules and Regulations Auburn has the right to adopt and enforce reason- able rules and regulations with respect to the use of the air- 1_~r_t: and its appurtenances, provided that such rules and regu- lations shall not be inconsistent with safety and with rules ~,~~d regulations and ordinances of the I'cderal Aviation Admin- istration taitli aircraft operations at the airport. 20. Lessor's Riq}lt of Cancellai=ion. -13- • ~ 1 , . ,- , ,,= t In C-~dc]ition to otlzcr renicdies availabl.c to I.he Lessor,~th~_s agreement sl~~all be subject to cancellation by tiC .Lessor should any one or more of the following events o~~cur (a) If the Lessee should file a voluntary petition in bankruptcy or procecdings.in bankruptcy shall be instituted against it, and it is there- • after adjudicated a ban]crupt pursuant to suchpro- ceedings, or if•a court shall taJ:e jurisdiction of the Lessee and its assets pursuant to proceedings brought under the provision for reorganization under the Bankruptcy Act, or if a receiver for Les- see'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 (10) days after Lessor 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 contin- • gency recited in this subparagraph, the Lessee shall be given wri-teen notice to Correct or cure such default, failLrre to perform or br_e~-~ch, and if, within thirty (30) -1.4- ., t ~~~ ~ ~ `; clays from the date oL- such noti.ce~, the default, breariz or complaint shall have hot been corrected 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. 21. Lessee's Right of Cancellation. 1n addition to any other. remedies available to the Zes'see, this agreement shall be subject to canccllatinn 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 jurisdiction,of an injunction which in any way prevents or restricts 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 covenants, 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 (60) days 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 any portion thereof in a manner which would preclude the Lessee from operating under the te.rrtis of this lease or w}rich would subsi.antially restrict its. operation under tl~e terms of this lease. " .~. J t R ' ' ` ~ . Y y f W , ~' ~ .]. T (e )' If the Lcssor_ should clcvelop, change or aitcr the devcl.opmcnt 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 key the Lessor in~the event of governmental restriction, or substantial interference, and there- after the-site should become available, or a similar site should become available, 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 previous condition, alternatively on the same terms and conditions as offered to any prospective Lessee. This right shall be effective only if the Lessee has faithfully per- formed all of the terms and conditions of this lease and if land and premises are available~at'the Auburn Airport for development. 22. Holding Over. ' In the event Lessee shall hold over after the fi.rsi~ term herein created, then such holding over shall be a ten- army from month to month only and governed by the same conditions and covenants as contained in this lease. 23. Notices. ' All notices given or. to be given by either party to the ot,ie~r shall be given in writing and shall be addressed to thc~ pa -i:y at the: ~adclresses hereafter set forth or such other address ar. the p~rrties may by written notice hereafter desi-gnats. IJotices - :1. G - • . i ~} ~ " ~ + ' i1rrV/ , ~ , al.~.~} 1>~.ly1Tl(,I"l t:, t0 L•C_'::i:io7~ anC1 ]lOt]_CCS t0 Lc"S:;Ce Sllall 1JC adC~rC;i~~CC~ a: follows Lessor Lessee City of 1luburn Seattle Flight Service 20 "A" Street N. W. 6726 Perimeter P,oad So. huburn, Zashington 93002 Seattle, Washington 98108 24. 7lmendments to be in ti9ritina. This lease. sets forth all of the agreements and understandings of the parties and is not subject to modifica- tion except in writing signed by both parties. 25. Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, administrators, executors and assigns"of al:_ the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. 26. Extraordinary Circumstances. If either party hereto shall be delayed or prevented from the performance of any acts required hereunder by reason of an unusual natural occurrence or by strikes, lock-outs, labor troubles, inability to procure materials, restrictive govern- , mental laws or regulations, or other cause without fault and be~,~ond the control of the party obligated (financial inability ex~:el~ted), performance of such act shall be excused for the pe_-iod.of the delay; and the period for_ the performance of any su~:h act shall be extended for a period equivalent to the period of such delay; provided, however, nothing in this section shall ex::u:~c Lessee fr_orn the prompt payment of any rental or other cl- ~r<~e rcciui~-ed of Lessee herc~uncaer except as may be expre .sly pr wiled clscwher.c in t.]-iis lease. ~. -1.7-- ^ ~ e - ' ~ ~ '~/ ' ~rt~ r ~ 27 . 7'ic I~oc•an :~paccc, . In addition to t11c, premises desci:,ibed in the attached Exhibit 1~, the Lessor includes to i:he Lessee six (G) tie down spac.cs designated on the drawing attached hereto as E:;hibit C and incorporated by reference he-rein. In addition, Lessor grants to Lessee the option for four (4) additional tie down spaces described in the ataached Exhibit C to be rented at a rental rate, as generally charged for other similar spaces by Lessor. 28. 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 shale so advise the Lessee in writing. No•waiver by the Lessor of any default hereunder shall be con- strued to be a waiver of any subsequent default by either party. A!~ter 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 provisions of this agreement. " 29. Destruction of the Premises. In the event there is any destruction of the premises either whole or partial due to fire, earthquake, acts c>'enemy, the elements, casualties, latent or patent defects i~1 the construction of tl~ie premises or any other similar matter b,~yond the reasonable control of the parties so that the Lessee c:~nnot fully enjoy the premises, improvements and equipment tieicon, and Lessee: shall notify the Lessor to that effect, the r~~n~al payab]_c hereunder shall be equitably abated from the date l~- .. ~_ f F, ~ r. of such notification until such time as tlrc Lc~:~sor shall repair and restore said premises, improvemcnt.s and equipment t.o a suit- able condition, provided, ho~oever_, that the Lessor may elect not to restore the premises and terminate this lease. Within sixty (60) days after the receipt of notice from the Lessee that G destruction to the premises has oc;;urred, the Lessor shall in writing notify the Lessee whether it intends to either repair or restore the premises, improvements and equipment or cancel this lease. If the Lessor elects to restore the premises, such restoration shall take place within ninety (90) days of the Lessor's notice to the Lessee that it intends to restore. If the Lessor elects to cancel, such cancellation shall take place sixty (GO) days after Lessee's notice of destruction. 30. Defaults. If, after default under the terms of this lease by either party, the nondefaulting party employs an attorney to en~orce any right .or claim under this agreement, the prevailing party shall be entitled, in addition to any other damages, to re~c:over a reasonable attorney fee and a reasonable accountant fe~~ if such accountant is necessary for the determination of any sums or damages due under the provisions of_ this lease. 31. Option to Renew. (a) If this lease shall be in force and effect on the dais 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 twenty. (20) years beginning with the expiration of the original term, `1'0 _~.~)- • ~ 1 ~ ` ~ r • ~ s ', ~5 1' ~ • t • . <i ~excrci_sc~ this option, the Lessee shal_1 give the Lessor at least one (1.) year's advance notice, i.n writ.nq. (b) The net annual rental during the renewal • term shall be the rental rate mutual_1y agreed to by the parties. ~i DATED this ~C.~r-L~~day of ~~Z.~'L-~-c~'~ 1972. CITY OF AUBURN B' -2U- SFATTLIJ FLIGHT SERVICE, cl/b/a ~ '. ~ < ~ t ATTE:>~l-: ~ ' City Clerk . LIVED AS TO FORM: . . ~(/ ity Attorney X~tX'~;;X~7:t~'~7("7~tS` ~ r ~ STATE. OF WASHINGTON) ss. COUNTY OF KING ) ~ ~ ~ f ~ ~ Y ~ ~ _ l .CITY OF ULl1RN ', ~~ _ - f~1 71 _~.~! It s On thi s ~~T~,a day of~Il~='' ; 1972, before me, the u1~~lersi fined, a Notary Public i n and for ~irc State o~ tdashington, duly comiiriss~ioned and s~•,~orn, personally appeared STAidLEY P. KERSE Y a.nd GE(~E hlILLIAMS, to me kno;vn to be the Pr-ayor and City Clerk respectively or' the City of Auburn, a municipal corporation, and the corporation that executed the forec ~i ng i nstrr-ment, and acknowl edged i;hat the said i nst,rurr,ent to be -the free and volu-~.tary act and deed of said corporation, for the uses and purposes therein mentioned, and c~r~ oath stated that they are authorized and directed to execute the said instrument and Fiat the seal affixed is•the corporate seal of said corporation. ~dITNESS my hand and official seal hereto affixed the day and year first ahov~ wri tL.~n. STAf[ OF WASffI;IuTON) ss. COI.N~~~'~ OF KI(!G ) c=' (~ ~ RY PUL'L1C, •i n and for• t(r~ State o f •!~ (ii ngton, residing at ~/~,,~ -r Jn this'-'~~`c-day of~l~~-_';' 1972, before me, the undersigned, a (iotary Public in and fol~ ~~~.~ State of l--dashington, duly corrurris~ior~-ed and shorn, personally appeared JACK (•1. CUII!, ) <:'tiUX;J;X~?XXXXXXk);~;;XXXXXX~X?J;X'!_;;>_;_, to -ne I:na1~,~n to be the I'residen~t kI~3~9XS~~~k~:;i;~1"~tY, - --- ------- re p~ :a~i vely of Seattl c~ Fl ~i cii~~~ Sr~rv c~^~ ,v Ir;c. d/b/a Auburn Fl i yht Service, a 4Jashi ngtcn co~pc ~~a~l~ion, I;he corliorat~ion that executed the foregoing instrument and acknowledged th~a t(r saki ~instrurn^r~t to be i;(~e fr~c~ a+~d vol~u~tary act and deed of said corporation, fo~~~+ ~~'1~ uses and pur~(rosc,~ tl~rere~in rneni;ioned, and or. oath stated that they are authorized ar-~. ~ i rc ctcd t;v c;:ec:ute the sai cl i nst;ruruent and l,frat the sc~:rl affixed i s the corporate se, ~f said corporation. • -~ oA SEATTLE FLIGHT SERVICE, INC. d/b/a/ AIlR11R~J FI T~I-IT SFR\ITf.F ~ • :s ~. , w - J - ~ ~` ~ a ' WI7f~ESS my Band and official seal hereto affixed the day and year fiat above wri ~ ten . ~~ n~A~ ngton, residing at ~~,~.-f -?1- E ,, ,: r. ,. EXH.I'BIT A A~ ~ .,a~. . , . :;' , - ;~, ; ~ ~ Ft,_ GH1',~ S H001. BLDG ~ ~ ''1"haE; portion of the N 1/'Z cf Jose h Brannon D. p C. #3$ ira Sec 7y Twp 21 N ~ 5 F. , , '; , . ,. '~ ,: W,M, situate in ' the City of Auburn, County of King, State of , , , Washingtor-.: described , ~, F ds t o l l ows . . r `' ~ - Beg at the exi s ti n Man . g at the centerl i n~.s o f "E" St. NE and 22nd St. NE; th "`` . N'Q`52'25" E., a lg sd centerline of "E" St. NE 34.26 ft; t;h N f39° 12'50"', W. 5 . ~ 25,C0 ft to the Wly R/W of sd E St. NE and the TPOB; th cont , N 89°12"50"` W 173."!E; fit th c .39° O1'S5" ` ° t~~, 63.c^0 ft; th N 89°11'20'" W, 103.80 ft; ` th N .l °05' O,~i " E, 139.7 , , ' ft `_ ,.:_ -. fh S 85 34' 20"E, 316.18; th S 00°52' 25" W 86.'4 , , 1 ft to thr; 'TPOB , a5 shown. o nattached vicinity mad. ~ F; ~ r L~ - :." i Y . 4 7 ~.-~. ~~ ` ~ ~ ~ ~ ~ - . ~ _ ~ ~. . yd. M ,l ~. _ i ~. ~ ~- i ~ -. ;~ .. t.. ..1~ } .. ~ ~ .. .,r, rid ~ ` ..t~ ~},}~f '' lM:i~~'A..~66 ~i lr F.WA'~i~ ~~ '~~>~ M .. ~~ 1)..~..~ y~.; ~,/~~,M'kf ~Y%-} (W~w I'y"\ „•' ~{ ~S. 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