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Airport Lease Agreement Between the COA and Normandy Aircraft
AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND NORMANDY AIRCRAFT THIS LEASE AGREEMENT (the "Lease"), is entered into by the City of Auburn, a Washington municipal corporation (the "Lessor" or "City"), and Normandy Aircraft, a Washington Limited Liabilty Company(the"Lessee)". RECITALS: 1. The City owns and operates the Auburn Municipal Airport which has office and land available for leasing; and 2. Normandy Aircraft wishes to enter into a lease for office and apron space located on airport property for the purpose of general aircraft maintenance, aircraft restoration, services for part 91, 135 & 141 services, annual and conditional inspections, pre-buy inspections, and response and recovery services; and 3. The City of Auburn is authorized by RCW 35A.11.010 to lease city-owned property to Normandy Aircraft for the common benefit; and 4. The City finds that leasing space to Normandy Aircraft will benefit the public health, safety, and welfare of the Auburn community. 5. City Council gave the Mayor the authority to negotiate and execute a formal Lease in substantial conformity with the Term Sheet attached to Resolution 5458, NOW, THEREFORE, in consideration of the mutual promises set out in this Lease, Normandy Aircraft and the City of Auburn agree as follows: ARTICLE 1: PREMISES LEASED 1.1) For and in consideration of the rent and performance by Lessee of the terms and conditions and the mutual covenants in this Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, 782 square feet in the Airport Administration building located at 2143 E Street NE, Suite 2, Auburn, WA 98002. Lessees exclusive office space includes: Back East Room, Bathroom in the Back East Room and Instr. 1, (collectively, the "Improvements") depicted and incorporated into this Lease as Exhibit A, together with 19,000 square feet of land legally described and incorporated into this Lease as Exhibit B-1, and depicted and incorporated as Exhibits B-2 and B-3 (Exhibits A, B-1, B-2, and B-3 collectively referred to as the "Premises"), which Premises consist of approximately 19,782 combined square feet of office and land. The Premises are Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 1 situated in the County of King, State of Washington, located at the Auburn Municipal Airport(the"Airport"). 1.2) No building, structure, or improvements of any kind shall be erected, placed upon operated or maintained on the Premises by Lessee, nor shall any business or operation be conducted or carried on in violation of any ordinance, law, statute, by-law, order, or rule of any governmental agency having jurisdiction. 1.3) Lessee acknowledges and agrees that it is relying solely on its inspection and investigation of the Premises. Lessee accepts the property "AS-IS, WHERE IS" in its present condition with no warranties of any kind, express or implied, either oral or written, made by Lessor or any employee, agent or representative of Lessor with respect to the physical condition of the Premises. Lessee shall have determined to its satisfaction upon its execution of this Lease that the Premises can be used for the purposes it intends and which are described in Article 5 below and permitted under this lease. Lessee acknowledges and agrees that neither Lessor nor Lessor's employees, agents, representatives or otherwise have made, and does not make any representations or warranties of any kind or character whatsoever, whether express 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 Lessor expressly disclaims. Lessor does represent that, to the best of the Lessor's knowledge, without duty of inquiry, there are no hazardous wastes or materials on, in or under the Premises. 1.4) Common Areas - Certain areas totaling 707 square feet located within the Airport 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). At commencement of this Lease common areas are assessed a maintenance and use fee of $14.00 per square foot per year. Lessees are charged a percentage of the total per square foot maintenance and use fee in accordance with each Lessees percentage of the total leased space, excluding the common areas. Normandy's percentage of total leased space within the Airport Administration building is 38% and shall therefore be assessed $5.34 per square foot, per year for the common area maintenance and use, but subject to the revisions in Article 3.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. Adjustments for assessment Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 2 charged for the common area shall be adjusted based upon the annual CPI adjustment and in the same manner outlined in Section 3.2. 1.5) Classroom—In addition to the Premises, as part of the common area use and maintenace fee Lessee shall have the right to use the class room shown on Exhibit A for up to five(5) hours per month. Lessee must schedule in advance use of the class room through Airport staff. Scheduling of the class room must be done in one (1) hour increments. Lessee will have the option to purchase additional Classroom hours at a rate of $25.00 per hour, which Lessee must arrange for use and pay for through Airport staff in one (1) hour increments. Lessor and Lessee shall cooperate to determine availability and the scheduling of Lessee's class room use, which shall be during the hours of 7:00am and 5:00pm. ARTICLE 2: TERM 2.1) The term of this Lease shall be for sixty (60) months, commencing on January 1, 2020 (the "Commencement Date"), and expiring at midnight on December 31, 2024, unless otherwise terminated pursuant to any provision of this Lease(the "Term"). If Lessor, for any reason whatsoever, cannot deliver possession of the Premises to Lessee on the Commencement Date, Lessor shall not be subject to any liability nor shall the validity of the Lease be affected; provided, the Term of this Lease shall commence on the date possession is actually tendered to Lessee but the Expiration Date shall not be adjusted. 2.2) Early Termination — If Lessee completes one of the options identified for perminate relocation in Article 8 and outlined in Exhibit F prior to the expiration of this Lease and Lessee's perminate relocation remains on the Auburn Municipal Airport then Lessor and Lessee mutually agree that this Lease shall terminate without penalty provided that; (i) Lessee provides Lessor with no less than 90 days advanced written notice of its intent to terminate this Lease early, (ii) Lessee fulfills the requirements of paragraph 4.4, (iii) Lessee turns over possession of its Premises in substantially the same condition as it was prior to taking occupancy, (iv) Lessee's relocation remains on the Auburn Municipal Airport, and (v) Lessee has maintained good standing throughout and is not otherwise in default of this Lease. ARTICLE 3: RENT,RENT ADJUSTMENTS AND LEASEHOLD TAX 3.1) Rent - Lessee agrees to pay to the Lessor an annual base rent of$14.00 per square foot, per year for the leased space in the Airport Administration building and $0.825 per square foot, per year for the apron space. Lessee shall also pay a Common Area Maintenance and Usage fee of $5.34 (38% of the total assessed charge of $14.00 per Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 3 square foot, per year for the Common Areas)per square foot, per year as their portion of the Common Areas, all together described in Section 1.1 and legally described and depicted in Exhibits A, BB=1, B-2 and B_3. In exchange and in consideration for those "Additional Services" described and incorporated by reference as Exhibit C, Lessor credits to Lessee the current base rent value for Instr. 1 in the Administration Building, Lessees share of the common area maintenance and usage fee and the Leasehold Excise Tax value charged on the credited rental amounts. If at any time Lessee ceases to provide all, or a portion of the Additional Services described in Exhibit C Lessee will become responsible for all or a proportionate share of the credited fees from that date onward. Beginning at commencement of this Lease, subject to those adjustments and fees in Section 3.2 and 3.3 and in consideration and delivery of the Additional Services described in Exhibit C, Lessee shall pay to Lessor upon commencement an annual base rent of $25,323.00. In addition to the Annual Base Rent, Lessee shall pay any "Impositions," which shall include all taxes, improvements, levies, assessments, licenses, permit fees and otherwise charged against and lienable to the Premises and any of its Improvements. This shall expressly include statutory leasehold excise tax imposed by RCW Chapter 82.29A. At commencement all Annual Base Rent and Impositions (together"Rent") shall be paid in equal monthly installments of$2,381.21 at the office of the Airport Manager or at such other office as may be directed in writing by the City, without notice, demand, offset, abatement or deduction of any kind. Rent shall be due on the 1st day of each month in advance. 3.2) Annual CPI Adjustment – The Annual Base Rent and the Common Area Maintenance and Usage fee shall be adjusted annually based upon a multiplier equal to the change in the Consumer Price Index("CPP") for the Seattle-Tacoma-Bremerton area measured from August to August with the first eligible adjustment beginning on January 1, 2021. Annual adjustments shall be computed as follows: (Percentage change in CPI-W) x (current Annual Base Rent) = (Adjusted Annual Base Rent) A negative adjustment in the CPI shall not constitute a reduction in the Annual Base Rent, rather the amount of Annual Base Rent from the previous year shall remain in effect. Should the Consumer Price Index cease to exist then Lessee and Lessor agree to utilize a different index that measures substantially the same function. 3.3) Late Charges - Lessee acknowledges that late payments of rent or any other sums due hereunder will cause the Lessor to incur costs not otherwise contemplated by this Lease. Accordingly, if any installment of rent or any other sum due from Lessee is not received Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 4 by the Lessor within ten (10) days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay the Lessor a late charge equal to 12% of the overdue amount. The parties agree that such late charges represents a fair and reasonable estimate of the costs the Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by the Lessor shall in no event constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent the Lessor from exercising any of the other rights and remedies granted hereunder. In the event a late charge is payable in this Lease or otherwise, whether or not collected, for three (3) installments of rent in any 12-month period, then rent shall automatically become due and payable quarterly in advance, rather than monthly notwithstanding any other provision of this Lease to the contrary. In addition to the late charges provided for in this section, interest shall accrue on rent, or any other sums due hereunder, at the rate of one and one- half percent(1 and 1/2%)per month from the date due until paid. ARTICLE 4: MAINTENANCE 4.1) Lessor's Responsibilities - Lessor shall be responsible for repair and maintenance of the following: the exterior of the Airport Administration building including: Exterior walls, roof, gutters, downspouts, foundation, HVAC system, exterior doors and windows. Lessor shall also be responsible for repair and maintenance of the surrounding sidewalks, landscaping and the parking lot as well as the interior common areas as defined in Section 1.5 and depicted in Exhibit A and all wiring, plumbing and bath fixtures located in or on Lessees Premises within the Airport Administration building at Lessors sole cost and expense, provided, however, that Lessor shall not be required to repair damage which results from the act of negligence by the Lessee, his agents, servants, or employees. 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 of such repairs. 4.2) Lessee's Responsibilities in the Airport Administration Building — Lessee shall be responsible for repair, maintenance and janitorial services to their Premises located within Airport 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 Lessee, provided, however, that Lessee shall not be required to repair damage which results from acts of negligence by the Lessor, his agents, servants or employees, or when such damage is caused by any peril included within the Lessor's property insurance coverage. If Lessee refuses or neglects to commence or complete repairs within thirty (30) days of written notice by the Lessor, Lessor may, but shall not be required to Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 5 commence or complete the repairs and Lessee shall pay the costs for such repairs to Lessor on demand. 4.3) Lessee's Responsibility for the Temporary Hangar and Surrounding Apron - Lessee shall at all times during the term of this lease maintain the apron area and all improvements thereon, which shall include the Temporary Hangar, and any site utilities associated with the Temporary Hangar in good condition and shall, at its sole cost and expense, keep this Premises, clean and in a safe and sanitary condition, and shall provide all necessary repairs, maintenance and janitorial services. Lessee agrees not to allow conditions of waste and refuse to exist on the Premises. Lessee shall conform to and comply with all valid ordinances, regulations or laws affecting the Premises, the Improvements or any other improvements on the Premises or the use of the Premises Lessor shall have no obligation whatsoever to keep,maintain, alter,remodel, improve, repair, decorate or paint the Improvements or any other improvements hereafter situated upon this Premises. It is the intention of the Parties that Lessee and not Lessor shall have the full responsibility and obligation for the repair and maintenance of the Improvements and other improvements situated upon the Premises. Lessee waives to the full extent allowed by law, any right or remedy against Lessor based upon the condition of the Improvements or any improvements hereafter situated upon the Premises or any failure by Lessor or Lessee to repair or maintain the Improvements or any such improvements. 4.4) Lease expiration or termination — Prior to expiration or termination of this Lease, and subject to Article 11 below, Lessee shall at its sole cost and expense remove the Temporary Hangar and any other improvements hereafter situated upon the Premises, remove and dispose of any trash or debris and restore the Premises depicted in Exhibits B-2 & 13-3 to grade level unless other such agreement exists in writing between Lessor and Lessee. Lessee shall also turn over all keys associated the Airport Administration building, remove all personal belongings, trash and debris and turn over possession in substantially the same condition as when Lessee took occupancy. All interest in the Leased Premises vests solely with the Lessor upon expiration or termination of Lease. ARTICLE 5: PERMISSIBLE USES Lessee shall use the Premises for conducting commercial aeronautical uses only and at all times in compliance with the Federal Aviation Administration's regulations and orders. All Fixed Base Operators (FBO's) shall be subject to the Airport Rules and Regulations attached and incorporated as Exhibit D, Auburn Municipal Airport's Minimum Operating Standards attached and incorporated as Exhibit E and all other items identified in Auburn City Code 12.56.FBO services may include some or all of the following: Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 6 • Aircraft Maintenance and Repair Services • Specialized Aircraft Repair Services • Aircraft Restoration • Services for Part 91, 135 & 141 • Annual and Conditional Inspections • Response and Recovery Services • Pre-Buy Inspections Additional services may be permitted at the discretion of the Lessor and may be subject to additional requirements. Lessee 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 and any extended terms of the lease. ARTICLE 6: UTILITIES 6.1) Temporary Hangar—Lessee agrees to contract with the appropriate providers and pay for all public utilities,which shall be used in or charged against this Premises,and to hold the Lessor harmless from such charges. Lessor shall cooperate, at no charge to Lessor, in the granting of easements and rights-of-way in, through, above, and/or under property owned and controlled by Lessor at the Airport and reasonably necessary for the provision of utilities to this Premises, provided that if any utility lines, including but not limited to storm water lines, need to be relocated, the responsibility to relocate them shall be borne solely by the Lessee. 6.2) Back East Room - Lessee shall contract with the appropriate provider to transfer the account for the power meter furnishing the Back East Room into Lessee's name prior to commencement of this lease. Lessee shall be have the appropriate service provider bill Lessee directly and Lessee shall be fully responsible for all charges associated with this account. Lessee further agrees to hold Lessor harmless from any charges associated with this account. 6.3) Remaining Portion of the Airport Administration Building— Lessor will hold the utility accounts for the Airport Administration building (with the exception of power servicing the Back East Room) in Lessor's name and pay all utility charges associated witli those utility accounts. Such accounts include: Power, Water, Sewer, Storm and Garbage. Lessor will invoice Lessee for their pro-rata share of these utilities. Lessee's pro-rata share shall equal five (5%)percent of the power bill and 28% of the remaining utilities. Lessees shall remit payment for their pro-rata share charges directly to Airport staff Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 7 within 14 days of being invoiced. Utility payments due to Lessor 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 Lessor in excess of 60 days past due shall be deemed breach of contract upon written notice and at the discretion of Lessor. 6.4) Internet & Communication Services — Lessee is responsible at its sole cost and expense for establishing and maintaining its own internet and communication services to furnish its Premises. Lessee agrees to ensure that its internet and communication services do not in any way interfere with Lessor's service or the publicly accessible internet broad band service. If Lessor provides notice to Lessee that Lessee's internet communication service is causing interference with Lessors service, the public service, or any other Airport transmittal system, Lessee agrees to take corrective action within 24 hours of notification. If Lessee does not take corrective action within 48 hours of notification, Lessor may take corrective action at Lessees full cost and expense, including the cost of bringing in any professional(s) deemed necessary by Lessor, plus an additional 10% of the sum total for administrative purposes. Lessor agrees to provide reasonable access to Lessee or Lessees agents to those areas necessary in housing such internet and communications systems. ARTICLE 7: INSURANCE COVERAGE,INDEMNIFICATION/HOLD HARMLESS 7.1) Insurance — In accordance with Article 4 of the Auburn Municipal Airport Minimum Operating Standards, incorporated as a reference, Lessee shall at all times have in effect the following types of minimum amounts of insurance as applicable to the business to be conducted: (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) Commercial/business automobile liability insurance for all owned, non-owned, hired and leased vehicles assigned to or used in performance of commercial aeronautical activities with a minimum combined single limit for bodily injury and property damage of$1,000,000 per occurrence. (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 full replacement cost thereof, to the extent of the commercial airport operator's insurable interest in the premises. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 8 (IV) Worker's compensation insurance as required by the Industrial Insurance laws of the State of Washington. (V) 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) Hangar keeper's liability insurance in the amount of at least $1,000,000 per occurrence, or more as values or Lessor require. (VII) Products-completed operations liability insurance in the amount of at least $1,000,000 per occurrence. (VIII) If applicable, Lessee shall maintain Environmental Impairment Liability coverage for any underground or aboveground fuel storage facility, tank, underground or above ground piping, ancillary equipment, containment system or structure used, controlled, constructed or maintained by Lessee 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. 7.2) In addition to the types and amounts of insurance required in Article 7.1 above, Lessee shall at all times maintain such other insurance as the Lessor may reasonably determine to be necessary for Lessee's airport activities. 7.3) All insurance shall be placed with insurers with a current A.M. Best rating of not less than A:VII. All policies, 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 Lessee shall furnish certificate of insurances evidencing the required coverage cited in this Lease 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. 7.4) The Lessee's insurance coverage shall be primary insurance as respects Lessor. Any insurance, self-insurance, or insurance pool coverage maintained by Lessor shall be excess of the Lessee's insurance and shall not contribute with it. 7.5) Indemnification/Hold Harmless-The Lessee shall defend, indemnify, and hold harmless Lessor, 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 Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 9 to property,which arises out of Lessee's use of Premises, or from the conduct of Lessee's business, or from any activity, work or thing done,permitted, or suffered by Lessee in or about the Premises, except only such injury or damage as shall have been occasioned by the sole negligence or willful misconduct of Lessor. Solely for the purpose of effectuating Lessee's indemnification obligations under this Lease, and not for the benefit of any third parties (including but not limited to employees of Lessee), Lessee 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 Section have been specifically and mutually negotiated between the parties. ARTICLE 8: AIRPORT FUTURE DEVELOPMENT AGREEMENT Lessor and Lessee acknowledge and agree that the Premises identified in Article 1 are temporary in nature and subject to the terms outlined in Article 2 without extension of any kind unless agreed to in writing by both parties. As part of this agreement Lessor and Lessee agree to a separate "Airport Future Development Agreement" attached and incorporated by reference as Exhibit F. As such Lessee agrees to pursue one of the following: 1. The development of one of the airport development sites identified in the Airport Layout Plan (ALP) of the Federal Aviation Administrations' (FAA) approved Airport Master Plan; or 2. Relocation to a facility developed or owned by a third party; or 3. Relocation to an existing hangar and/or office facility. As part of the Airport Future Development Agreement, Lessee commits to achieving certain performance measures identified and agreed to between Lessor and Lessee. Failure to comply with the attached Airport Future Development Agreement shall constitute a breach of this Lease and shall be subject to remedies as identified in Article 15 of this agreement. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 10 ARTICLE 9: ENVIRONMENTAL PROVISIONS 9.1) Lessee covenants to defend, indemnify, and hold Lessor harmless from any imposition or attempted imposition by any person upon Lessor of any obligation or cost ("liability") of whatever form, including, without limitation, damages; claims; governmental investigations, 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. 9.2) Lessee has inspected the Premises and accepts it in its present "As-ls" condition. Lessee shall not cause the premises to be contaminated in any way and in the event of contamination shall immediately report such contamination to Lessor and shall cause any such contamination to be remedied by that method recognized by Washington State Department of Ecology and shall indemnify and hold Lessor harmless from all costs involved in implementing the remedy. 9.3) Any other provision of this Lease to the contrary notwithstanding, Lessee's breach of any covenant contained in this Article 9 shall be an Event of Default empowering Lessor, 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 Lessee from the Premises forthwith, or to terminate Lessee's right to possession only without terminating this Lease. 9.4) Lessee shall notify Lessor within twenty-four (24) hours of any release of a reportable quantity of any hazardous substance (as that term is defined in CERCLA, 42 USC 9601, et. seq. or the Washington Model Toxics Control Act), or of the receipt by Lessee 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 Lessee fails to comply with any of the requirements of this article, Lessor may undertake, without cost or expense to Lessor, any actions necessary to protect Lessor's interest including steps to comply with such laws. ARTICLE 10: ASSIGNMENT AND SUBLETTING Neither this Lease nor any interest in this Lease may be assigned, mortgaged, transferred or encumbered, nor shall all or any part of the Premises be sublet (each of which, a Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 11 "Transfer") without Lessor's prior written consent, which shall not be unreasonably withheld. If Lessee 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 Lessor'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 Lessee'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 Lessee's stock is listed on a recognized national stock exchange or is traded over-the-counter). Any assignee or subtenant shall assume all of Lessee's obligations under this Lease and shall be jointly and severally liable with Lessee. Consent of the Lessor 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, Lessee shall pay to Lessor an amount equal to the "Transfer Fee" of the then current City fee schedule. If Lessor consents to any proposed Transfer,Lessee may enter into the same, but only upon the specific terms and conditions set forth in Lessee'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 Lessor to any Transfer shall not relieve Lessee of any obligation under this Lease; Lessor may require the Lessee and the Transferee to execute a Lessor's consent form; and no Transfer shall be binding on Lessor unless Lessee and the Transferee deliver to Lessor a fully- executed counterpart of the document effecting the Transfer. If Lessor consents to a proposed assignment or sublease then Lessor may require Lessee to pay to Lessor a sum equal to fifty percent (50%) of any Rent and other consideration, profit or gain realized by Lessee from such sublease or assignment, in excess of the rent allocable to the transferred space then being paid by Lessee to Lessor pursuant to the Lease (after deducting the costs of Lessee, if any, in effecting the assignment or sublease, including reasonable alteration costs, commissions and legal fees). ARTICLE ii: SALE OF TEMPORARY HANGAR If at the expiration of this lease Lessee wishes to sell the Temporary Hangar, Lessee shall provide Lessor with written notice as outlined in Article 12 of Lessee's interest in entering into exclusive negotiations with Lessor for the sale of the Temporary Hangar. Lessee shall provide written notice to Lessor no less than sixty (60) days prior to expiration of this Lease if Lessee wishes to sell its Temporary Hangar. If Lessee does not provide written notice to Lessor of its interest in selling the Temporary Hangar then it shall be deemed that Lessee does not have interest in selling the Temporary Hangar to Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 12 Lessor. If Lessor does receive written notice of Lessee's interest in selling the Temporary Hangar, then Lessor shall have 15 days from delivery of notification by Lessee to express Lessor's interest and intent of entering into negotiations for the purchase of the Temporary Hangar. If Lessor does not provide notice of its intent to enter into negotiations for the purchase of the Temporary Hangar then such intent and rights to enter into exclusive negotiations with Lessee shall be deemed waived. If Lessor gives notice of its intent to enter into negotiations for the purchase of the Temporary Hangar then Lessor shall be provided the remaining term of this lease, with the exclusive right to negotiate and finalize the purchase of the Temporary Hangar. If Lessor and Lessee cannot reach agreement to the terms of sale, or Lessor provides notice of its intent not to enter into negotiations for the sale of the Temporary Hangar then Lessee agrees to remove the Temporary Hangar and return the Premises to grade level per Section 4.4 above. This section shall supersede the termination of the Lease. ARTICLE 12: NOTICES Any notice, consent, approval or other communication given by either party to the other relating to this Lease shall be via electronic transmission (email) with evidence of such transmission received, or in writing. Delivery in writing shall be delivered in person, sent by certified mail, return receipt requested, sent by reputable overnight courier 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 written notice given in the manner provided in this Lease). 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 deemed 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 communications, notice shall be deemed effective when sent. The notice addresses of the parties are as follows: Lessor: City of Auburn Att: Josh Arndt 25 W Main Auburn,WA 98001 Jarndt@auburnwa.gov With copies to: City of Auburn Attn: Airport Manager Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 13 2143 E Street NE, Suite 1 Auburn, WA 98002 Tmensonides(a,auburnwa.gov Lessee: Normandy Aircraft Attn: Logan K. Shepard 2143 E Street NE, Suite 2 Auburn, WA 98002 Normandyaircraft@gmail.com ARTICLE 13: ESTOPPEL CERTIFICATE At the request of the Lessee in connection with an assignment or encumbrance of its interest in this Lease, Lessor shall execute and deliver a written statement identifying it as the Lessor 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 annual amount of rent and the date through which it has been paid (IV) The expiration date of this Lease (V) That no amounts are then owed by Lessee to Lessor (or, if amounts are owed, specifying the same) (VI) To the knowledge of Lessor, there are no defaults by Lessee under this Lease or any facts which but for the passage of time, the giving of notice or both would constitute such a default (VII) Remaining rights to renew the term of this lease to the extent not theretofore exercised The party acquiring Lessee's interest in the Lease shall be entitled to rely conclusively upon such written statement. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 14 ARTICLE 14: INSPECTION,ACCESS AND POSTED NOTICES Lessor and any of its agents shall at any time upon seventy-two (72) hours advance, written notice to Lessee, have the right to go upon and inspect the Premises and Improvements, erected or constructed, or in the course of being erected or constructed, repaired, added to, rebuilt or restored thereon. Provided, however, that in the event the Lessor determines, in its sole and absolute discretion, that an emergency situation exists on or adjacent to the Premises, no advance notice to Lessee is required and Lessor may immediately go upon and inspect the Premises. Provided further, that Lessee agrees to allow Lessor to inspect the Premises on an annual basis at an agreed upon date and time, preferably the same date and time that any inspection by the local fire marshal occurs. Lessor shall have the right to serve, or to post and to keep posted on the Premises, or on any part thereof, any notice permitted 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. Lessor shall not be liable in any manner for any inconvenience, disturbance, loss of business, or other damages arising out of Lessor's entry on the Premises as provided in this Section except for such damage that is caused directly by, or through the sole negligence of Lessor, their employees, agents,or representatives. ARTICLE 15: DEFAULT AND REMEDIES 15.1) Lessee shall be in default under this Lease if any rent or other payment due from Lessee hereunder remains unpaid for more than ten (10) days after the date it is due; (ii) Lessee files a voluntary petition in bankruptcy or makes a general assignment to the benefit of, or a general arrangement with, creditors; (iii) there is an involuntary bankruptcy filed against Lessee that has not been dismissed within thirty (30) days of filing; (iv) Lessee becomes insolvent; or (v) a receiver, trustee, or liquidating officer is appointed for Lessee's business; or (vi) if Lessee violates or breaches any of the other covenants, agreements, stipulations or conditions in this Lease, and such violation of breach shall continue for a period of thirty(30) days after written notice of such violation or breach is sent to Lessee, then Lessor shall have the rights and remedies provided in this Article 15, in addition to any other right or remedy available at 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). 15.2) Upon any default under this lease, Lessor may reenter the Premises in the manner then provided by law, and remove or put out Lessee or any other persons found. No such reentry shall be construed as an election on Lessor's part to terminate this lease unless a written notice of such intention is given to Lessee. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 15 15.3) Upon default the Lessor may elect to re-let the Premises or any part thereof upon such terms and conditions, including rent, term and remodeling or renovation, as Lessor in its sole discretion may deem advisable. To the fullest extent permitted by law, the proceeds of any reletting shall be applied: first, to pay Lessor 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 Lessees, and, if Lessor maintains and operates the Premises, the costs thereof); second, to pay any indebtedness of Lessee to Lessor other than rent; third, to the rent due and unpaid hereunder; and fourth, the residue, if any, shall be held by Lessor and applied in payment of other or future obligations of Lessee to Lessor as the same may become due and payable, and Lessee shall not be entitled to receive any portion of such revenue. 15.4) Lessor may also elect to terminate the lease and all rights of Lessee by giving notice to Lessee of such election. If Lessor elects to terminate the lease, Lessor shall have the right to reenter the Premises and remove all persons, and to take possession of and remove all equipment and fixtures of Lessee in the Premises, including the Temporary Hangar, in the manner then provided by law. Lessee hereby waives all damages that may be caused by Lessor's reentering and taking possession of the Premises or removing or storing the property thereof, and Lessee shall save Lessor harmless therefrom, and no such reentry shall be considered a forcible entry. If Lessor so elects to terminate the Lease, Lessor may also recover from Lessee: (I) The worth at the time of the award of the unpaid rent which had been earned at the time of termination; (II) The worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of rental loss that the Lessee proves could have been reasonably avoided; (III) The worth at the time of the award of the amount by which the unpaid rent for the balance of the term after the time of the award exceeds the amount of rental loss that the Lessee proves could be reasonably avoided; (IV) Any other amount necessary to compensate the Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom; and (V)At Lessor'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. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 16 The "worth at the time of the award" of the amounts referred to in paragraphs (I) and (I1) above is computed by allowing interest at twelve percent (12%). The "worth at the time of the award" of the amount referred to in paragraph (III) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent(1%). 15.5) Nothing in this Article 15 shall be deemed to affect Lessor'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. ARTICLE 16: RETENTION OF AIRSPACE 16.1) Lessor retains the public and private right of flight for the passage of aircraft in the airspace above the surface of the property 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 later 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. 16.2) Lessor 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 Lessee and without interference or hindrance. 16.3) Lessor reserves the right, but shall not be obligated to the Lessee 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 Lessee in this regard. 16.4) 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. 16.5) Lessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulation 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. 16.6) Lessee 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, Lessor shall give written notice to the Lessee specifying the breach. If Lessee does not take action to correct the breach within Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 17 ten (10) days of receipt of said notice, the Lessor 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 Lessee. 16.7) Lessee, 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 Municipal Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, Lessor reserves the right to enter upon the Premises hereby leased and cause the abatement of such interference at the expense of Lessee. 16.8) It is understood and agreed that nothing contained in this Lease shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958 (49 U.S.C. Section 1349a). 16.9) This lease and all the provisions in this Lease shall be subject to whatever right of 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 Municipal Airport by the United States during the time of the war or national emergency. 16.10) Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Auburn Municipal Airport against obstructions, together with the right to prevent Lessee 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 Municipal Airport or constitute a hazard to aircraft. 16.11) Lessee, as well as Lessee'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 Municipal Airport which are intended for the common use of all Lessees and occupants of the Auburn Municipal 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 17: FEDERAL AVIATION ADMINISTRATION 17.1) Lessee 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 Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 18 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. 17.2) Lessor 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. Lessor agrees to give Lessee no less than ninety (90) days' written notice of its intention to install such air navigational aids. ARTICLE 18: NON-DISCRIMINATION 18.1) Lessee for themselves, their 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 Lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, DOT, Sub-title A, Office of the Secretary, Part 21, Non- discrimination in Federally Assisted Programs of the Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 18.2) Lessee for himself, his 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, religion, gender expression, age, national origin, disability, marital status, sexual orientation or military status 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, religion, gender expression, age, national origin, disability, marital status, sexual orientation or military status shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and 3) that the Lessee shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, DOT, Sub-title A, Office of the Secretary, Part 21, Non- Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 19 discrimination in Federally Assisted Programs of the Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended. 18.3) In the event of breach of any of the above non-discrimination covenants, Lessor shall have the right to terminate this lease agreement and to re-enter and repossess said Premises and the facilities thereon, and 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 CFR Part 21 are followed and completed, including expiration of appeal rights. 18.4) Lessee 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 Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. 18.5) Noncompliance with Article 18 shall constitute a material breach thereof and,in the event of such noncompliance, Lessor shall have the right to terminate this Lease and the estate hereby created without liability therefor or, at the election of the Lessor or the United States, either or both said Governments shall have the right to judicially enforce the provisions of said Article 18.4. 18.6) Lessee agrees that it shall insert Sections 18.1 — 18.5 in any lease, license, or sublease agreement by which said Lessee grants a right or privilege to any person, firm, or corporation to render accommodations and/or services to the public on the Premises leased. 18.7) The Lessee assures that it will undertake an Affirmative Action program as required by 14 CFR Part 152, Sub-part E, ("Sub-part E")to ensure that no person shall on the grounds of race, color, sex, religion, gender expression, age, national origin, disability, marital status, sexual orientation or military status, be excluded from participating in any employment activities covered in Sub-part E. The Lessee 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 this Sub-part E. The Lessee assures that it will require that its covered suborganizations, provide assurances to the Lessee that they similarly will undertake Affirmative Action programs, and that they will require assurances from their suborganizations, as required by Sub-part E, to the same effort. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 20 ARTICLE 19: ATTORNEY'S FEES AND COSTS 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 20: MISCELLANEOUS 20.1 Signage —Lessee shall have the right at its sole cost and expense to install and maintain two wall mounted, illuminated or non-illuminated signs on the Airport Administration building, the temporary hangar and one space on the Airport monument sign. Any additional wall mounted or free standing signage shall be subject to separate cost considerations and will be addressed in a separate addendum to this Lease. 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. 20.2) Security - Lessor shall have no obligation to provide security to the Premises. If reasonably required by Lessor, Lessee shall provide adequate lighting to provide for all- night illumination of the Taxilane apron of all buildings on the Premises, including aprons, aircraft tiedown areas, vehicular parking lots, and pedestrian walkways surrounding the Premises. Lessee 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, Lessee agrees to comply with said security requirements that affect the Premises, at Lessee's sole expense, upon being notified of such requirements in writing by Lessor. If Lessor is fined by FAA for a security violation caused by negligence of Lessee, or any of Lessee's sub-Lessees, Lessee shall immediately reimburse Lessor upon demand. 20.3) No Brokers - Lessee represents and warrants to Lessor 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 Lessor against any loss, cost, liability or expense incurred by Lessor 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 Lessee. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 21 20.4) Regulatory Compliance - The Lessee 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 Lessor, including without limitation those relating to environmental matters, and regulations set forth by the Environmental Protection Agency, now in existence or hereafter promulgated, applicable to the Lessee'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. Lessee 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 Lessee to comply with the covenants of this section. 20.5) Liens & Insolvency - Lessee shall keep the Premises free from any liens. In the event Lessee becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other liquidating officer is appointed for the business of the Lessee, then the Lessor may terminate this lease at Lessor's option. 20.6) Non Waiver - Waiver by Lessor 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, or condition contained in this Lease. 20.7) Force Majeure - Except for the payment of Rent or other sums payable by Lessee to Lessor, time periods for Lessee's or Lessor's performance under any provisions of this lease shall be extended for periods of time during which Lessee's or Lessor's performance is prevented due to circumstances beyond Lessee's or Lessor's control, including without limitation, strikes, cyber attack, embargoes, shortages of labor or materials, governmental regulations, acts of God,war or other strife. 20.8) 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. 20.9) 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 Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 22 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. 20.10) Administration Building Keys — Lessee will be granted two keys each for the exterior entrance door to Lessee's Premises, the hallway door and to Instr, 1. If Lessee desires additional keys Lessee may duplicate the provided keys at Lessee's expense. Lessee may change the locks to each of the doors providing access into Lessee's premises at Lessee's sole cost and expense, provided Lessee delivers Lessor with a copy of a key to each lock changed. 20.11) Gate Cards - Lessee 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. Lessee 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 Lessee's operations. Lessee 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, Lessee shall immediately and without notice or demand return the gate cards to the Office of the Airport Manager. 20.12 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 Lessor. Lessee shall be notified prior to changing of the gate codes and it shall be the responsibility of the Lessee to notify their customers and employees of said change. Lessee shall immediately notify the Lessor 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. 20.13) 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. Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 23 ARTICLE 21: SIGNATURE By signing in the space below, the LESSEE ACKNOWLEDGED HAVING READ AND UNDERSTOOD AND AGREES TO THE CONTENTS OF THIS AGREEMENT. [Signtatures on following page] Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No.5458 Page 24 Dated and Signed on this 404±21day of\)eCe flier ,2019 NO' ice• ,`Y AIRCRAFT LLC, AddrAilliW 1(22E5ra j Name: Lo'.an'ShepFJ Title: STATE OF WASHINGTON ) )ss. County of a-1 4\ ) The undersigned Notary Public hereby certifies: That opthis of e ni6eI • , t 20 J ,personally appeared before me /-© /7 S i a (name), 'Racy, (title),to Wie known to be the individual(s)described in and who executed the within instrument, and acknowledged that he/she signed and sealed the same as his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated thate/she wa duly authorized to execute said document on behalf of y ifc In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. Al/ TANYA KOCH I ,.otary P. •lic"7-n• for t - State of Was ington, ( Notary Public I Residing at A. . .• -'` State of Washington( Commission# 145121 My commission expires ' My Comm. Expires Sep 20, 2023 OTRIIPIIIPWWIPRIPIWMPRamik Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 25 k6,6, Dated and Signed on this7i *1 day of ✓2019 City of Auburn V-Mayor: Nancy Backus Approv*s form: City Attorney: Steven L. Gross STATE OF WASHINGTON ) ss. County of The undersigned Notary Public hereby certtiiii"es: That on thi day ofeC-e Q-�,' 201n ,personally appeared before m�0.1Y1'te. 1 r�6Y1'\0..5 (name), np,IrL�•e VAar. Y (title), to me known to be the individual(s)described in and who executed the within instrument, and acknowledged that he/she signed and sealed the same as his/her free and voluntary act and deed, for the purposes and uses therein mentioned, and on oath stated that he/she was duly authorized to execute said document on behalf of C.iirDP H4iu'nik)Pc In Witness Whereof I have hereunto set my hand and affixed my official seal the day and year first above written. L.A C4-2/4/ 076lAi q2jCcatb-ata CI= o A 4:6,,�< Notary Public in and for the State of Washington, 7 � t- Residing at -I{A (4M/1 A0/0391My commission expires ��—`�/-ZZ 300,, = Z 1 p _ i1<''�F WAS\" Normandy Aircraft/COA Lease Lease ID 20-001 Resolution No. 5458 Page 26 EXHIBIT A Administration Building I 4L- G'•�j" 12'-10 -2'-0 G•5" 2'•0 G'•i e'••••• G•t0 G•4 / IZ-\G" G•� G•6" /I nt.T.#.00.41 /7.41 R ' I C I hid g 1 f f1 c4r i .:O '� 1e..ypLI s) INSTC. i 11,1c.i72. 2 FL. 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