HomeMy WebLinkAboutAlaskan Airlines - Horizon Airlines - Building Lea - Building Lease AgreementAS CONTRACT
SIGNATORY AIRLI.NE LEASE AND OPERAT1NG AGREEMENT
fl-US Agreement made this I" day of September, 2011, between the Yakima Air Terminal Board, an
agency of the City of Yakima and County of Yakima, Washington (the "LESSOR"), and Alaska Airlines,
Inc. a corporation organized and incorporated in the State of Alaska (the "LESSEE"), the parties agree as
follows:
WITNESSETH THAT:
WHEREAS, the LESSOR is the operator of the Yakima Air Terminal located in Yakima, VNIashington,
referred to as the "Airport", and,
WHEREAS, the parties hereto desire to enter into a Signatory Airline Lease and Operating Agreement,
hereinafter referred to as "Agreement", granting the Airline the use of the Airport and its appurtenances',
NOW, THEREFORE, in consideration of the premises provided herein, the rights and privileges and the
mutual covenants and conditions hereinafter contained and other valuable consideration, the parties hereto
agree, for themselves, their successors and assigns, as follows:
1. TERM: The term of this new Agreement shall be for five (5) years, commencing January 1, 2012,
and ending December 31, 2016, and on a year-to-year basis thereafter, unless sooner terminated or
canceled as herein provided,
? PREMISES AND FACILITIES: LESSOR hereby leases to LESSEE those facilities and premises
in and adjacent to the Airport Terminal Building as shown on E?J-1lBIT A, attached hereto and
hereinafter referred to as the "Premises".
3. RENTS, FEES, AND CHARGES: LESSEE agrees to pay the following rents, fees, and charges:
A. RENTS: LESSEE shall pay to LESSOR monthly, in advance, by the first of the month
and no later than the fifteenth (15th) of each month, rents for the Premises demised herein as set
forth on EXHIBIT B.
1. LESSEE shall pay to LESSOR those Landing Fees (each month for the
immediately prior month) as set forth on ENIMIT C, no later than the fifteenth (15'h) of
every month.
1 LESSEE shall provide to LESSOR a copy of its monthly landed weight report,
including the number of landings by aircraft types, maximum gross certificated landed
weight, and total landed weight by the fifteenth {15th) day of each month. .
LESSEE shall make these same reports by the same dates for each "chartered / non-
scheduled" air carrier operation handled / conducted by LESSEE.
4. LESSEE shall make these same reports by the same dates for each "chartered / non-
scheduled" flight handled / conducted by LESSEE but under a military contract.
A. LESSEE's use of the Premises shall be limited to its use in operating its air
transportation business. LESSEE shall not permit the use of its Premises for the offering or sale
to the public of any other services without the prior written consent of LESSOR.
B. LESSEE shall have the exclusive use of those areas listed on EXHIBIT A for use and
operating its air transportation business.
C. All repair, maintenance, and overhaul work shall be performed only upon those areas
designated by the LESSOR for such use. LESSEE may perform customary fueling and servicing
of aircraft preparatory to loading and takeoff or immediately following landing and unloading,
D. LESSEE, its agents, employees, suppliers, passengers, guests, and others doing business
with LESSEE shall have the right of ingress and egress to and from the Premises and the
public use areas used in connection therewith, over the Airport property and roadways, subject to
rules and regulations governing the use of the Airport and as same may be promulgated by the
LESSOR.
S. LESSEE's RIGHTS AND OBLIGATIONS: The parties hereto covenant and agree as follows:
A. LESSEE may use the Airport and its appurtenances together with all public use
areas/facilities for the purpose of conducting its business as a scheduled air carrier. The
privileges shall include, but not be limited to, the use of the Airport and its appurtenances
for the purpose of landing, taking off, loading, unloading, taxiing and parking its aircraft and/or
support equipment,
B. LESSEE's equipment used by LESSEE at the Airport shall be maintained at LESSEE's
sole expense,
C LESSEE shall comply with any and all applicable Airport, federal, state, and local
laws, statutes, ordinances, and regulations and shall abide by and be subject to all reasonable
rules and regulations which are now promulgated by the LESSOR.
D, LESSEE may provide support. services for another air carrier, subject to all applicable
conditions of the Agreement.
6. OPERATING AFFILIATES: An Airline that enters into an arrangement with a Signatory Airline
to provide passenger service on its behalf shall be considered an "Operating Affiliate". An Operating
Affiliate is defined as any air transportation company that, (i) is a wholly owned subsidiary of LESSEE
and/or LESSEE's parent company or, (ii) uses the same livery as LESSEE, offers seats controlled and
sold by LESSEE, and otherwise operates under substantially the same trade name(s) as LESSEE at the
Airport.
7. LESSOR's RIGHTS AND OBLIGATIONS
A. Except as herein provided, LESSOR agrees that it will develop, operate, maintain, and
keep in good repair and order the Airport and all common use and public appurtenances,
facilities, and equipment provided by LESSOR.
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B. LESSOR shall, with notice to LESSEE, have the right to adopt and enforce reasonable
rules and regulations not in conflict with federal rules and regulations with respect to the use of
the Airport.
8, UTILITIES kND MAINTENANCE: The parties shall be responsible for the utilities and
maintenance of the Premises as set forth on E=IT A, attached hereto. The responsible party shall
keep and maintain same in good condition, normal wear and tear excluded.
A. LESSEE may construct or install, at its own expense, any equipment, improvements, and
facilities in any part of LESSEE's Premises.
1. No improvements, structures, alterations, or additions shall be made in LESSEE's
Premises without the prior written consent of LESSOR. Such consent shall not be
unreasonably withheld by LESSOR.
1 All improvements constructed by LESSEE pursuant to this section shall conform in
all respects to the applicable statutes, ordinances, building codes, rules, and regulations
of applicable governmental agencies as may have jurisdiction.
3. During the term of this Agreement, title to all improvements, structures., alterations
or additions erected or installed in/on the Premises by LESSEE shall remain with
LESSEE
B. No trade fixtures shall be installed inside or outside the building without the prior written
consent of LESSOR and all such installations shall be in accordance with any reasonable
conditions related thereto then stated in writing by LESSOR.
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Except for conditions prior to the original occupancy of the assigned area by LESSEE, LESSEE agrees to
accept responsibility for full compliance with any and all applicable present and future federal, state, and
local rules, regulations, restrictions, ordinances, statutes, laws, and/or other orders of any governmental
entity regarding the use, storage, handling, distribution, processing and/or disposal of hazardous Wastes,
hazardous chemicals, toxic chemicals, toxic substances, pollutants, contaminants, or other similarly
regulated substances (hereinafter referred to as "hazardous substances") in and on the space subject to this
permit. Said hazardous substances shall include, but not be limited to: gasoline; diesel, jet fuel; lubricating
oils; hydraulic fluid-, deicing fluids, and cleaning fluids.
Except for conditions existing prior to the original occupancy of the assigned area by LESSEE, in the case
of any hazardous substance spill, leak, discharge, or improper storage on the LESSEE's assigned area, or
contamination of the LESSEE's assigned area by the LESSEE or its contractor(s), or subcontractor(s),
employee(s), and agent(s), the LESSEE agrees to make or cause to be made any necessary repairs or
corrective actions as well as to clean up and remove any spill, leakage, discharge, release, or
contamination. In the case of any hazardous substance spill, leak-, discharge, release, or contamination by
the LESSEE or its contractor(s), or subcontractor(s), employee(s), and agent(s), in, on, or around the
assigned area, or as may be discharged or released in, on, around, or under the adjacent property which
affects in any way other property of the LESSOR, or its tenants, the LESSEE agrees to make or cause to
be made any necessary corrective actions. in accordance with requirements of all applicable
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environmental laws, regulations, and permits, to clean up and remove any spill, leakage, discharge,
release, or contamination to the reasonable satisfaction of LESSOR. If the LESSEE fails to repair, clean
up, properly dispose of, or take any other corrective actions as required herein, the LESSOR may (but
shall not be required to) take all steps it deems necessary to properly repair, clean up, or otherwise correct
the conditions resulting from the spill, leak, discharge, release, or contamination. Any such repair, clean
up, or corrective action taken by the LESSOR shall be at the LESSEE's cost and expense, and the
LESSEE shall indemnify and pay for and/or reimburse the LESSOR for any and all costs (including any
administrative costs) the LESSOR incurs as a result of any repair, clean up, or corrective action it takes.
The LESSEE shall promptly supply the LESSOR with copies of all forms, reports, correspondence, and
submissions made by the LESSEE to any governmental entity regarding any hazardous substance spill,
leak, discharge, or clean-up, including test results.
I I . DAMAGE OR DESTRUCTION
A. If the LESSEE's Premises are partially damaged by fire or other casualty, but not
rendered untenable, the same shall be repaired with due diligence by LESSOR, The Premises
shall be repaired or restored at LESSOR's expense to essentially the same condition at that
which existed prior to such damage. If such damage is caused by negligence of LESSEE, it
shall be the responsibility of LESSEE to pay all loss, damage, and costs not covered by
insurance proceeds.
B. if the LESSEE"s Premises are completely destroyed by fire or other casualty or so
damaged as to remain untenable for more than thirty (30) days, the rent shall be abated for the
period from the date of such occurrence until such space is temporarily replaced with other space
sufficient to allow LESSEE to operate, LESSOR shall notify LESSEE -within thirty (30) days of
the occurrence of such casualty whether it intends to repair or reconstruct the damaged Premises.
If the LESSOR elects not to repair or reconstruct, this Agreement shall terminate on the date of
notification by LESSOR, In such event, LESSOR agrees to use its best efforts to obtain adequate
substitute space for LESSEE.
11 SECURITY: The parties recognize their respective obligations for security on the Premises as
prescribed by the Department of Homeland Security (DHS) / Transportation Security Administration
(TSA) and Federal Aviation Administration Regulations (FARs), and agree to employ such measures as
are necessary to prevent or deter the unauthorized access.
13. INDEM,TITY and WAIVER OF DAMAGES: As set forth in EXHIBIT D, LESSEE shall
indemnify, defend and hold harmless the LESSOR, Yakima County, and the City of Yakima, and their
officers, employees, agents, volunteers and designated representatives from and against any and all
claims, actions, demands, damages, civil penalties, charges, judgments, losses, and liabilities, including
reasonable attorneys fees, resulting from, arising out of, related to, or caused by, LESSEE's negligence,
and/or intentional torts, except to the extent such is due to the sole negligence or willful misconduct of
LESSOR,
14. INSURANCE: LESSEE shall, at its own expense, maintain insurance in full force and effect
during the term of this Agreement in such amounts as to meet the limits and requirements outlined in
EXHIBIT D, attached hereto. Such insurance shall name the LESSOR and Yakima County and the City
of Yakima as additional insureds, and shall be primary and not contributory to any other insurance
coverage that may be available to any such additional insured.
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15. NEUTUALLYNEGOTIATED WAINTR OF EMPLOYER'S INDATTMTY UNDER TITLE 5I
RCW
LESSEE agrees, intends, and promises that its duty to indemnify and their officers, employees, agents,
and volunteers under this Lease shall be fully effective regardless of any provision of Title 51 RCW
(Washington's Industrial Insurance Act) to the contrary. Accordingly, based upon mutual negotiation
between LESSEE and the LESSOR, LESSEE hereby expressly waives its immunity from tort liability
under Title 51 RCW, but only to the extent such immunity would otherwise limit LESSOR and/or
Yakima County and/or the City of Yakima or and of their officers, employees, agents, and volunteers'
legal rights under this Agreement or other applicable law to be fully defended, indemnified, and held
harmless by LESSEE from claims or suits by LESSEE's workers or employees, or any assignee of or
anyone subrogated to any of their rights or interests, for injuries or losses experienced by LESSEE's
workers or employees caused by the acts or omissions of LESSEE, or by the acts or omissions of anyone
directly or indirectly employed by or under contracted with LESSEE or anyone for whose acts LESSEE
might be liable absent the provisions of Title 51 RCW,
16. LESSOWs RIGHT OF CANCELLATION/ABATENfENT: In addition to any conditions as
specified Agreement subject to
peel ied herein and all other remedies available to the LESSOR, this Agr ement shall be sub'
cancellation by the LESSOR should any one or more of the following occur:
A. If LESSEE shall make a general assignment for the benefit of creditors, or file a voluntary
petition in bankruptcy or a petition or answer seeking its reorganization or the readjustment of its
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indebtedness under the federal bankruptcy laws or any other similar law or statute of the United
States or any state, or government, or consent to the appointment of a receiver, trustee or
liquidator of all or substantially all of the property of the LESSEE;
& If LESSEE shall voluntarily abandon or discontinue the conduct and operation of its air
transportation business at the Airport for a continuous period of ninety (90) days, except when
such abandonment is caused by fire, earthquake, war, strike, or other calamity beyond the
LESSEE's control,
C. If LESSEE fails to keep any of the material covenants, terms or conditions of this
Agreement and the failure to remedy such breach for a period of sixty (60) days after written
notice from LESSEE of the existence of such a breach
A. LESSEE, upon ceasing operations at the Airport, shall have the right to terminate this
Agreement upon two (2) months written notice and shall remain obligated to pay rents, fees, and
charges which accrue during said two (2) months. If another air carrier agrees to assume all or
part of LESSEE's Premises, such obligations shall be reduced by the amount assumed by such
replacement air carrier(s).
& In addition to all other remedies available to LESSEE, this Agreement shall be subject to
cancellation by LESSEE should any one ofthe following occur:
The permanent abandonment of the Airport as an air carrier airport,
2. The breach of any material covenants, terms or conditions of this Agreement to be
kept, performed., and observed by LESSOR and the failure to remedy such breach for a
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period of sixty (60) days after written notice from LESSEE of the existence of such a
breach,
3. The inability of LESSEE to conduct its business at the Airport in substantially the
same manner and to the same extent as theretofore conducted, for a period of at least
ninety consecutive (90) days, because of (1) any law, or (2) any rule, order, judgment,
decree, regulation or other action or non-action of any governmental authority, board,
agency or officer having jurisdiction thereof, without fault of LESSEE,-
4, The taking of the whole or any part of the Premises by the exercise of any right of
condemnation or eminent domain.
A. Neither LESSEE nor any assignee of LESSEE shall in any manner assign, sublet, transfer,
or encumber any of LESSEE's rights in and to the Agreement without the prior written consent of
LESSOR. Such consent shall not be unreasonably withheld, An Operating Affiliate may occupy
LESSEE Premises, if such Operating Affiliate has met the requirements contained herein.
B. LESSEE shall have the right to assign all of its rights and interests under this Agreement
to any successor to its business through merger, consolidation, or voluntary sale or transfer, in
which event the consent of LESSOR shall not be required,
19, NONDISCRIMINATION: To the extent required by law, LESSEE does hereby covenant and
agree that no person, on the grounds of race, color, religion, sex, sexual orientation., age, marital status,
handicap, or national origin, shall be unreasonably excluded from participation in, denied the benefits of,
or be otherwise subjected to discrimination in LESSEE's personnel policies and practices or in the use or
operation of LESSEE's services or facilities.
20. PRIOR AND COLLATERAL AGREEMENTS: This Agreement shall constitute the entire
Agreement between the parties and no other stipulation, agreement, or understanding, written or oral,
expressed or implied of the parties hereto or of their agents, relating to the lease and use of the Premises
demised and identified herein, shall limit or modify its terms. This Agreement shall, as of the
commencement date hereof, cancel and supersede all prior agreements, written or oral, express or implied,
between the parties for the rights granted herein. This Agreement shall not be subject to modification or
change except by written instrument duly signed by both parties.
21. SE- ERABILITY: If any term or provision of this Agreement shall to any extent be held invalid
or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but
each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by
law.
22, NOTICES: All payments, demands and notices required herein shall be deemed to be properly
served if hand delivered, or if sent by certified or registered mail, postage prepaid, to the following
addresses:
LESSOR: Yakima Air Terminal
2400 West Washington Ave
Yakima, WA 9890' )
Attention: Airport Manager
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LESSEE: Alaska Airlines, Inc,
CRE.Dept.Maifia alaskqair,com
P.O. Box 68900
Seattle, WA 98168-0900
Attention: Corporate Real Estate Dept, (SEAPZ)
Overnight Deliveries Only:
19300 International Blvd.
SeaTac, WA 98198
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
M-MVIN
YAKIMA AIR TERMINAL - McALLISTER FIELD
2400 W. Washington Avenue
Yakima, Washington 98903
(509) 575-6149 - phone
(509) 575-6185 -fax
STATE OF WASHINGTON
County of Yakima
I certify that I know or have satisfactory evidence that Bill Wheeler and Don Baumbach signed this
instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the
Chairman and the Secretary respectively of the Board of the Yakima Air Terminal - McAllister Field to
be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Date.._Z '
By
Notary Publr
Appointment Expires
P
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LESSEE:
Alaska Airlines, Inc.
P.0, Bo x 6890
Seattle, WA 98168-091
Attention: Corporate Real Estate Dept. (SEAPZ)
Overnight Deliveries Only:
19300 International Blvd.
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Karen Gruen, Managing Director,
Corporate Real Estate
STATE OF WASHINGTON
County of King
1111-7-11,
Date
I certify that I know or have satisfactory evidence that Karen Gruen signed this instrument, on oath stated
that she was authorized to execute the instrument and acknowledged it as the Managing Director,
Corporate Real Estate, Alaska Airlines, Inc,, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
Date
X.
-SN
By:
Not Public
Appointment Expires
g"D
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EXHIBIT A
LEASED PREMISES
Yakima Air Terminal - McAllister Field
Alaska Airlines Terminal Leased Area
ALARMIT EMERCrNCY 7XF, ALARM EMERGENCY ESi EXCLUSIVE USSi
GA 4 GATT 3 ALASKA PASSENGER PRE-BOARDING
AREWCATES Imar im &A rus x c"ARazs)
-F
^ATE CATE I
COMMON USE;
5AOGAGS
QLAIN
'ham 3 EXCLUSIVE USE;
ALASKA, AIRLINES
iAJ
OPEP&TtONSIBA00ACS MAKE-
UP AREA
7777
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4.
r,. YAK MA AIR 7 ERMINA- MCA.L:STER FIELD
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UPDATED - AUGUST, -n-I T
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Effective September 1, 2011 and through December 31, 2011, rental for the Exclusive Leased Premises in
the Terminal Building, as described in Section 3, shall be at the following rate:
3,452 Square feet as described in E=IT A
$24,95 Per square foot per year
Effective September 1, 2011 and through December 31, 2011, the rental for the Common Baggage Claim
Area in the Terminal Building, as described in Section 3, shall be at the following rate:
844 Square feet as described in EXFIIBIT A
$24.95 Per square foot per year.
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LESSOR shall establish a schedule of the pro rata rental due by each LESSEE which uses the baggage
claim area and other common use areas, and LESSEE agrees to pay its stated pro rata amounts monthly.
The pro rata schedule shall be subject to recomputation each January I and July I during the term hereof,
based upon twenty percent (20%) of the charge being divided equally among all Air Carrier Lessees, and
the remaining eighty percent (80%) based upon the ratio of enplaned passengers of each Carrier Lessee to
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the total enplaned passengers of all Carrier Lessees for the preceding six-month period.
With the addition of one or more other signatory airlines, LESSOR may consider apro rata of the
follov,-ing types of facilities and/or equipment in addition to those listed as "exclusive use" and baggage
claim areas in this Agreement.-
EXCLUSIVE USE: exclusive use of the waiting / queue area in front of the ticket counter including any
electronic ticketing kiosks that might be installed whether those kiosks might be installed inside or outside
of the terminal area; exclusive use of gates, exclusive use of Lessee aircraft parking spots common use of
passenger waiting area in the non-sterile area
COMMON USE: common use of passenger waiting area in the sterile area;; common use of airport-
provided equipment such as Ground Support Equipment (GSE) including but not limited to boarding
stairs (self-powered or manual); ADA passenger equipment lift, aircraft tug(s), aircraft tow bar(s), ramp
lighting equipment required for additional security and/or aircraft maintenance purposes;
parking spaces-, cargo-freight vehicle parking space(s), etc.
The aforesaid rentals may be increased as necessitated by the LESSOR'S Airport Budget effective
January I st each calendar year provided that LESSEE shall provide sixty (60) days prior written notice
requesting a review of the rents and landing fees.
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A.t the -.vritten request of the LESSEE made on or before November I of each year, LESSOR shall furnish
LESSEE a copy of its most current budget report showing revenues and expenditures for both the current
and one year prior.
LESSOR shall notify LESSEE in writing of capital improvement projects over $25,000 which would be
included in the rate base of the airport. Within thirty (30) days, LESSOR shall meet with LESEE for the
purpose of discussing revenues and expenditures related to said capital improvements. LESSOR agrees
to fully consider the comments and recommendations of LESSEE prior to finalizing the operating budget
or capital improvement project.
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Maximum Certificated Gross Landing Weight (MCGLW) — defined: The maximum
gross weight due to design or operational limitations at which an aircraft is permitted to
land.
Effective September 1, 2011, and through December 3 ) 1, 2011, LESSEE shall pay an
amount of $1.29 per one thousand (1,000) pounds of Maximum Certificated Gross
Landing Weight (MCGLW as defined above) for each landing made by LESSEE'S
aircraft.
The aforesaid landing fee may be increased as necessitated by the LESSOR'S Airport
Budget effective January I st each calendar year provided that LESSOR upon written
request of LESSEE shall furnish LESSEE sixty (60) days prior written notice requesting
a review of the rents and landing fees.
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EXHIBIT D
Indemnification
The parties agree that LESSEE is and shall always be deemed to be an independent contractor
and operator and not an agent or employee of LESSOR with respect to its acts or omissions
hereunder. At no expense to LESSOR, LESSEE shall defend against and indemnify filly and
save harmless LESSOR including its officers, agents and employees, and the Yakima Air
Terminal Board, the Yakima Air Terminal, the City of Yakima and Yakima County and their
elected and appointed officials, employees and agents, from any and all liability, damages, suits,
claims, actions, judgments or decrees, including all expenses incidental to the investigation and
defense thereof, including reasonable attorney fees, based upon or arising out of damages or
injuries to third persons or their property, caused or occasioned by the use or occupancy of the
premises and privileges hereunder; provided, however, that LESEE shall not be liable for any
injury damage or loss occasioned solely by the sole negligence of LESSOR, its agents or
employees. LESSOR shall give to LESSEE prompt and reasonable notice of any such claims or
actions and LESSEE shall have the right to investigate compromise and defend the same to the
extent of its interest.
LESSEE shall defend, indemnifv and hold LESSOR harmless with respect to acts or omissions
of its nominee. For claims by LESSOR for indemnity only, LESSEE specifically and expressly
waives any immunity under industrial insurance, RCW 51 or the like and LESSEE acknowledges
that this waiver was mutually negotiated, provided, however, that LESSEE shall not be liable for
any injury damage or loss occasioned solely by the sole negligence of LESSOR, its agents or
employees,
The LESSEE shall keep and hold the Yakima Air Terminal Board, the Yakima Air Terminal, the
City and County of Yakima, their elected and appointed officials, agents and employees, free and
harmless from any and all claims and actions, loss, damage, expense or cost, including
reasonable attorneys fees, incidental to the investigation and defense thereof resulting from,
arising out of or caused by actions of LESSEE resulting in any liability under the Federal
Comprehensive Environmental Response Compensation Liability Act on 1980, as amended, 42
U.S.C. 9601 et seq.; Hazardous Materials Transportation Action, 49 U.S.C' 1807 et, seq.; the
Washington Environmental Policy Action, RCQ Ch, 43.21 C, the Washington Water Pollution
Control Act, RCW Ch, 90,48. 010 et seq,; the Washington Hazardous Waste Management Act,
RCW Ch. 70, I 05D, the Washington Model Toxic Control Act, RCW Ch. 70 . 105D, and the
regulation promulgated thereunder, or any applicable local or state environmental ordinance,
statute, law, rule or regulation.
Insurance
LESSEE shall maintain all insurance hereunder with insurance underwriters satisfactory to
LESSOR. All policies shall name the City of Yakima, its elected officials, officers, servants,
agents and employees, the County of Yakima, its elected officials, officers, officers servants,
agents and employees, and the Yakima Air Terminal Board and its officers, servants, agents and
employees as additional insureds as their interests may appear hereunder. Such insurance shall be
primary and not contributory to any other insurance coverage that may be available to any such
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additional insureds. LESSEE shall furnish LESSOR, certificates from the insurance carrier
showing all insurance required hereunder to be in full force and effect during the entire term of
this Lease. Certificate shall be issued by carrier(s) with a minimum A.M. BEST r
rating 'A-VII.
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LESSE agrees to reimburse LESSOR for any damage to the premises caused by the occupancy
of LESSE or employees of LESSEE, in the performance of their duties.
Fire Insurance. LESSEE shall insure for fire and extended coverage risks of all LESSEE's
improvements on the Leased Premises. Such insurance shall be in an amount equal to the full
insurable replacement value of such improvements. All fire insurance policies shall contain loss
payable endorsements in favor of the parties as their respective interest may appear hereunder.
LESSOR agrees that any payments receive by it from such insuring companies by the reason of
loss under the policy r policies shall be applied towards repair and reconstruction of said
leasehold improvements, subject to the provisions of Paragraph 11 hereof
Public Liability, including but not limited to bodily injury, property damage and personal injury
for airfield operations, aircraft operations, and terminal operations. Promptly after the execution
of this Lease, LESSEE shall provide comprehensive (commercial) general liability insurance,
including but not limited to, premises-operations, independent contractors, products/completed
operations, broad form property damage, and blanket contractual, and personal injury
endorsement, in protection of LESSOR, its officers, agents and employees, the City of Yakima
and its elected and appointed officials, agents and employees, and the County of Yakima and its
elected and appointed officials, agents and employees. LESSEE shall provide such public
liability insurance for a minimum sum of $100,000,000 for bodily injury, personal injury and
property damage, Combined Single Limit per occurrence.
Insurance Adjustment
LESSEE shall pay any increase in LESSOR's insurance rates or premiums that shall be caused
by the character of the occupation of the premises by LESSEE. In addition, all insurance
coverage the LESSEE is required to procure and maintain during the term of the Lease shall be
subject to adjustment beginning — January 1, 2016, and each one (1) year period thereafter, to
such levels as deemed necessary by LESSOR due to appreciation in value of personal and real
property subject to this Lease.
Insurance — Failure of LESSEE
Insurance — Failure of LESSEE
If LESSEE shall neglect to maintain the necessary insurance required by the this Exhbit D
LESSOR may renew or procure such insurance. Any insurance premiums paid by LESSOR
shall be considered as additional rent, and shall confer upon LESSOR all rights and remedies
provided in this Lease in the event of default. In addition, LESSEE shall pay to LESSOR a
monthly sum equal to one and one-half percent (1.5) of the insurance premium paid as a
delinquency charge.
In
AS CONT�nT
SIGNATORj, AIR-LINE LEASE AND OPERATIN%-. AGREEMENT
/ 0-J
THIS Agreement made this 0 day of September, 2011, between the Yakima Air Terminal Board, an
agency of the City of Yakima and County of Yakima, Washington (the "LESSOR"), and Alaska Airlines,
Inc. a corporation organized and incorporated in the State of Alaska (the "LESSEE"), the parties agree as
follows:
WITNESSETH THAT:
WHEREAS, the LESSOR is the operator of the Yakima Air Terminal located in Yakima, Washington,
referred to as the "Airport'% and,
WHEREAS, the par-ties hereto desire to enter into a Signatory Airline Lease and Operating Agreement,
hereinafter referred to as "Agreement", granting the Airline the use of the Airport and its appurtenances;
NOW, THEREFORE, in consideration of the premises provided herein, the rights and privileges and the
mutual covenants and conditions hereinafter contained and other valuable consideration, the parties hereto
agree, for themselves, their successors and assigns, as follows:
1, TERM: The term of this new Agreement shall be for five (5) years, commencing January 1, 2012,
and ending December 31, 2016, and on a year-to-year basis thereafter, unless sooner terminated or
canceled as herein provided.
2, PREMISES AND FACILITIES: LESSOR hereby leases to LESSEE those facilities and premises
in and adjacent to the Airport Terminal Building as shown on EXHIBIT A, attached hereto and
hereinafter referred to as the "Premises".
RENTS, FEES, AND CHARGES: LESSEE agrees to pay the following rents, fees, and charges:
A. RENTS: LESSEE shall pay to LESSOR monthly, in advance, by the first of the month
and no later than the fifteenth (15th) of each month, rents for the Premises demised herein as set
forth on EXHIBIT B,
I. LESSEE shall pay to LESSOR those Landing Fees (each month for the
immediately prior month) as set forth on EXHIBIT C, no later than the fifteenth (I 5'h) of
every month.
2. LESSEE shall provide to LESSOR a copy of its monthly landed weight report,
including the number of landings by aircraft types, maximum gross certificated landed
weight, and total landed weight by the fifteenth (I 5th) day of each month. ,
3. LESSEE shall make these same reports by the same dates for each "chartered /non-
scheduled" air carrier operation handled / conducted by LESSEE,
4. LESSEE shall make these same reports by the same dates for each "chartered / non-
scheduled" flight handled / conducted by LESSEE but under a military contract,
4. USE OF PREMISES
A. LESSEE's use of the Premises shall be limited to its use in operating its air
transportation business. LESSEE shall not permit the use of its Premises for the offering or sale
to the public of any other services without the prior written consent of LESSOR.
B. LESSEE shall have the exclusive use of those areas listed on EXHIBIT A for use and
operating its air transportation business.
C All repair, maintenance, and overhaul work shall be performed only upon those areas
designated by the LESSOR for such use. LESSEE may perform customary fueling and servicing
of aircraft preparatory to loading and takeoff or immediately following landing and unloading.
D. LESSEE, its agents, employees, suppliers, passengers, guests, and others doing business
with LESSEE shall have the right of ingress and egress to and from the Premises and the
public use areas used in connection therewith, over the Airport property and roadways, subject to
rules and regulations governing the use of the Airport and as same may be promulgated by the
LESSOR.
S. LESSEE's RIGHTS AND OBLIGATIONS: The parties hereto covenant and agree as follows:
A. LESSEE may use the Airport and its appurtenances together with all public use
areas/facilities for the purpose of conducting its business as a scheduled air carrier. The
privileges shall include, but not be limited to, the use of the Airport and its appurtenances
for the purpose of landing, taking off, loading, unloading, taxiing and parking its aircraft and/or
support equipment.
B. LESSEE's equipment used by LESSEE at the Airport shall be maintained at LESSEE's
sole expense.
C. LESSEE shall comply with any and all applicable Airport, federal, state, and local
laws, statutes, ordinances, and regulations and shall abide by and be subject to all reasonable
rules and regulations which are now promulgated by the LESSOR.
D. LESSEE may provide support services for another air carrier, subject to all applicable
conditions of the Agreement.
6. OPERATING AFFILIATES: An Airline that enters into an arrangement with a Signatory Airline
to provide passenger service on its behalf shall be considered an "Operating Affiliate". An Operating
Affiliate is defined as any air transportation company that (i) is a wholly owned subsidiary of LESSEE
and/or LESSEE's parent company or, (ii) uses the same livery as LESSEE, offers seats controlled and
sold by LESSEE, and otherwise operates under substantially the same trade name(s) as LESSEE at the
Airport.
A. Except as herein provided, LESSOR agrees that it will develop, operate, maintain, and
keep in good repair and order the Airport and all common use and public appurtenances,
facilities, and equipment provided by LESSOR.
K
B. LESSOR shall, with notice to LESSEE, have the right to adopt and enforce reasonable
rules and regulations not in conflict with federal rules and regulations with respect to the use of
the Airport,
8, UTILITIES AND MAINTENANCE: The parties shall be responsible for the utilities and
maintenance of the Premises as set forth on EXHIBIT A, attached hereto. The responsible party shall
keep and maintain same in good condition, normal wear and tear excluded.
9. CONSTRUCTION, MAINTENANCE AND REPAIRS OF LESSEE's LEASEHOLD
A. LESSEE may construct or install, at its own expense, any equipment, improvements, and
facilities in any part of LESSEE's Premises.
I . No improvements, structures, alterations, or additions shall be made in LESSEE's
Premises without the prior written consent of LESSOR. Such consent shall not be
unreasonably withheld by LESSOR,
2, All improvements constructed by LESSEE pursuant to this section shall conform in
all respects to the applicable statutes, ordinances, building codes, rules, and regulations
of applicable governmental agencies as may have jurisdiction.
3, During the term of this Agreement, title to all improvements, structures, alterations
or additions erected or installed in/on the Premises by LESSEE shall remain with
LESSEE.
B. No trade fixtures shall be installed inside or outside the building without the prior written
consent of LESSOR and all such installations shall be in accordance with any reasonable
conditions related thereto then stated in writing by LESSOR.
Except for conditions prior to the original occupancy of the assigned area by LESSEE, LESSEE agrees to
accept responsibility for full compliance with any and all applicable present and future federal, state, and
local rules, regulations, restrictions, ordinances, statutes, laws, and/or other orders of any governmental
entity regarding the use, storage, handling, distribution, processing and/or disposal of hazardous wastes,
hazardous chemicals, toxic chemicals, toxic substances, pollutants, contaminants, or other similarly
regulated substances (hereinafter referred to as "hazardous substances") in and on the space subject to this
permit. Said hazardous substances shall include, but not be limited to: gasoline-, diesel;, jet fuel, lubricating
oils, hydraulic fluid; deicing fluids, and cleaning fluids.
Except for conditions existing prior to the original occupancy of the assigned area by LESSEE, in the case
of any hazardous substance spill, leak, discharge, or improper storage on the LESSEE's assigned area, or
contamination of the LESSEE's assigned area by the LESSEE or its contractor(s), or subcontractor(s),
employee(s), and agent(s), the LESSEE agrees to make or cause to be made any necessary repairs or
corrective actions as well as to clean up and remove any spill, leakage, discharge, release, or
contamination. In the case of any hazardous substance spill, leak, discharge, release, or contamination by
the LESSEE or its contractor(s), or subcontractor(s), employee(s), and agent(s), in, on, or around the
assigned area, or as may be discharged or released in, on, around, or under the adjacent property which
affects in any way other property of the LESSOR, or its tenants, the LESSEE agrees to make or cause to
be made any necessary corrective actions, in accordance with requirements of all applicable
3
environmental laws, regulationzi, and permits, to clean up and remove ally spill, leakage, discharge,
release, or contamination to the reasonable satisfaction of LESSOR. If the LESSEE fails to repair, clean
up, properly dispose of, or take any other corrective actions as required herein, the LESSOR may (but
shall not be required to) take all steps it deems necessary to properly repair, clean up, or otherwise correct
the conditions resulting from the spill, leak, discharge, release, or contamination. Any such repair, clean
up, or corrective action taken by the LESSOR shall be at the LESSEE's cost and expense, and the
LESSEE shall indemnify and pay for and/or reimburse the LESSOR for any and all costs (including any
administrative costs) the LESSOR incurs as a result of any repair, clean up, or corrective action it takes,
The LESSEE shall promptly supply the LESSOR with copies of all forms, reports, correspondence, and
submissions made by the LESSEE to any governmental entity regarding any hazardous substance spill,
leak, discharge, or clean-up, including test results.
11. DAMAGE OR DESTRUCTION
A, If the LESSEE's Premises are partially damaged by fire or other casualty, but not
rendered untenable, the same shall be repaired with due diligence by LESSOR, The Premises
shall be repaired or restored at LESSOR's expense to essentially the same condition at that
which existed prior to such damage. If such damage is caused by negligence of LESSEE, it
shall be the responsibility of LESSEE to pay all loss, damage, and costs not covered by
insurance proceeds,
B, If the LESSEE's Premises are completely destroyed by fire or other casualty or so
damaged as to remain untenable for more than thirty (30) days, the rent shall be abated for the
period from the date of such occurrence until such space is temporarily replaced with other space
sufficient to allow LESSEE to operate, LESSOR shalt notify LESSEE within thirty (30) days of
the occurrence of such casualty whether it intends to repair or reconstruct the damaged Premises.
If the LESSOR elects not to repair or reconstruct, this Agreement shall terminate on the date of
notification by LESSOR. In such event, LESSOR agrees to use its best efforts to obtain adequate
substitute space for LESSEE,
12, SECURITY: The parties recognize their respective obligations for security on the Premises as
prescribed by the Department of Homeland Security (DHS) / Transportation Security Administration
(TSA) and Federal Aviation Administration Regulations (FARs), and agree to employ such measures as
are necessary to prevent or deter the unauthorized access.
13. INDEMNITY and WAIVER OF DAMAGES: As set forth in EXHIBIT D, LESSEE shall
indemnify, defend and hold harmless the LESSOR, Yakima County, and the City of Yakima, and their
officers, employees, agents, volunteers and designated representatives from and against any and all
claims, actions, demands, damages, civil penalties, charges, judgments, losses, and liabilities, including
reasonable attorneys fees, resulting from, arising out of, related to, or caused by, LESSEE's negligence,
and/or intentional torts, except to the extent such is due to the sole negligence or willful misconduct of
LESSOR.
14. INSURANCE: LESSEE shall, at its own expense, maintain insurance in full force and effect
during the term of this Agreement in such amounts as to meet the limits and requirements outlined in
EXHIBIT D, attached hereto. Such insurance shall name the LESSOR and Yakima County and the City
of Yakima as additional insureds, and shall be primary and not contributory to any other insurance
coverage that may be available to any such additional insured,
.19
15,' MUTUALLY NEGO i,ATED WAIVER OF EMPLOYER'S IMMUNITY UNDER TITLE 51
RCW
LESSEE agrees, intends, and promises that its duty to indemnify and their officers, employees, agents,
and volunteers under this Lease shall be fully effective regardless of any provision of Title 51 RCW
(Washington's Industrial Insurance Act) to the contrary. Accordingly, based upon mutual negotiation
between LESSEE and the LESSOR, LESSEE hereby expressly waives its immunity from tort liability
under Title 51 RCW, but only to the extent such immunity would otherwise limit LESSOR and/or
Yakima County and/or the City of Yakima or and of their officers, employees, agents, and volunteers'
legal rights under this Agreement or other applicable law to be fully defended, indemnified, and held
harmless by LESSEE from claims or suits by LESSEE's workers or employees, or any assignee of or
anyone subrogated to any of their rights or interests, for injuries or losses experienced by LESSEE's
workers or employees caused by the acts or omissions of LESSEE, or by the acts or omissions of anyone
directly or indirectly employed by or under contracted with LESSEE or anyone for whose acts LESSEE
might be liable absent the provisions of Title 51 RCW.
16. LESSOR's RIGHT OF CANCELLATION/ABATEMENT: In addition to any conditions as
specified herein and all other remedies available to the LESSOR, this Agreement shall be subject to
cancellation by the LESSOR should any one or more of the following occur:
A. If LESSEE shall make a general assignment for the benefit of creditors, or file a voluntary
petition in bankruptcy or a petition or answer seeking its reorganization or the readjustment of its
indebtedness under the federal bankruptcy laws or any other similar law or statute of the United
States or any state, or government, or consent to the appointment of a receiver, trustee or
liquidator of all or substantially all of the property of the LESSEE;
B. If LESSEE shall voluntarily abandon or discontinue the conduct and operation of its air
transportation business at the Airport for a continuous period of ninety (90) days, except when
such abandonment is caused by fire, earthquake, war, strike, or other calamity beyond the
LESSEE's control-,
C. If LESSEE fails to keep any of the material covenants, terms or conditions of this
Agreement and the failure to remedy such breach for a period of sixty (60) days after written
notice from LESSEE of the existence of such a breach
17. LESSEE's RIGHT OF CANCELLATION/ABATEMENT
A. LESSEE, upon ceasing operations at the Airport, shall have the right to terminate this
Agreement upon two (2) months written notice and shall remain obligated to pay rents, fees, and
charges which accrue during said two (2) months. If another air carrier agrees to assume all or
part of LESSEE's Premises, such obligations shall be reduced by the amount assumed by such
replacement air carrier(s).
B. In addition to all other remedies available to LESSEE, this Agreement shall be subject to
cancellation by LESSEE should any one of the following occur:
1. The permanent abandonment of the Airport as an air carrier airport'.
2. The breach of any material covenants, terms or conditions of this Agreement to be
Dept, performed, and observed by LESSOR and the failure to remedy such breach for a
M
period of sixty too) days after written notice from LESSnrc of the existence of such a
breach-,
3. The inability of LESSEE to conduct its business at the Airport in substantially the
same manner and to the same extent as theretofore conducted, for a period of at least
ninety consecutive (90) days, because of (1) any law, or (2) any rule, order, judgment,
decree, regulation or other action or non-action of any governmental authority, board,
agency or officer having jurisdiction thereof, without fault of LESSEE;
4. The taking of the whole or any part of the Premises by the exercise of any right of
condemnation or eminent domain.
A. Neither LESSEE nor any assignee of LESSEE shall in any manner assign, sublet, transfer,
or encumber any of LESSEE's rights in and to the Agreement without the prior written consent of
LESSOR. Such consent shall not be unreasonably withheld. An Operating Affiliate may occupy
LESSEE Premises, if such Operating Affiliate has met the requirements contained herein.
B. LESSEE shall have the right to assign all of its rights and interests under this Agreement
to any successor to its business through merger, consolidation, or voluntary sale or transfer, in
which event the consent of LESSOR shall not be required.
19, NONDISCRIMINATION: To the extent required by law, LESSEE does hereby covenant and
agree that no person, on the grounds of race, color, religion, sex, sexual orientation, age, marital status,
handicap, or national origin, shall be unreasonably excluded from participation in, denied the benefits of,
or be otherwise subjected to discrimination in LESSEE's personnel policies and practices or in the use or
operation of LESSEE's services or facilities.
20. PRIOR AND COLLATERAL AGREEMENTS: This Agreement shall constitute the entire
Agreement between the parties and no other stipulation, agreement, or understanding, written or oral,
expressed or implied of the parties hereto or of their agents, relating to the lease and use of the Premises
demised and identified herein, shall limit or modify its terms. This Agreement shall, as of the
commencement date hereof, cancel and supersede all prior agreements, written or oral, express or implied,
between the parties for the rights granted herein, This Agreement shall not be subject to modification or
change except by written instrument duly signed by both parties.
21, SEVERABILITY: If any term or provision of this Agreement shall to any extent be held invalid
or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, but
each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by
law.
22, NOTICES. All payments, demands and notices required herein shall be deemed to be properly
served if hand delivered, or if sent by certified or registered mail, postage prepaid, to the following
addresses:
LESSOR: Yakima Air Terminal
2400 West Washington Ave
Yakima, WA 98903
Attention: Airport Manager
n.
LESSEE: Alaska Airlines, Inc,
CRE.Dept.Mail(Aalaskaair,com
P,O. Box 68900
Seattle, WA 98168-0900
Attention: Corporate Real Estate Dept. (SEAPZ)
Overnight Deliveries Only:
19300 International Blvd.
SeaTac, WA 98188
91
INVITNESS WHEREOF, we parties hereto have executed this Agreulnent the day and year first above
written.
YAKIMA AIR TERMINAL - McALLISTER FIELD
2400 W. Washington Avenue
Yakima, Washington 98903
(509) 575-6149 - phone
(509) 575-6185 - fax
Bill Wheeler
Don 5aumbach, Secretary
STATE OF WASHINGTON
County of Yakima
I certify that I know or have satisfactory evidence that Bill Wheeler and Don Baumbach signed this
instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the
Chairman and the Secretary respectively of the Board of the Yakima Air Terminal - McAllister Field to
be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Date
By: 'k�'
Notary Pub `c 611
Appointment Expires
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30
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LESSEE.
Alaska Airlines, Inc.
P.O. Box 68900
Seattle, WA 98168-0900
Attention: Corporate Real Estate Dept. (SEAPZ)
Overnight Deliveries Only:
19300 International Blvd.
(206) 392-5164 - phone
(206) 392-5031 -FAX
Karen Gruen, Managing Director,
Corporate Real Estate
STATE OF WASHINGTON
County of King
Date
I certify that I know or have satisfactory evidence that Karen Gruen signed this instrument, on oath stated
that she was authorized to execute the instrument and acknowledged it as the Managing Director,
Corporate Real Estate, Alaska Airlines, Inc., to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
Date Z/
By:
Notary Public
Appointment Expires Iti/I
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EXHIBIT A
LEASED PREMISES
. .. ... . .. ...
EXCLUSIVE USE;
ALASKA AIRLINES
OPERA'no?4910AGGAGE MAK&
UP AREA
UPDATED - XJC-USI, 201' ,
Yakima Air Terminal - McAllister Field
Alaska Airlines Terminal Loosed Area
ALARMW EIAERGaCY ALARMED EMERGENCY W
EXCLUSIVE USE;
GATE 4 rATF 3 -ATE 2
ALASKA PASSENGER PRE•90ARI)ING
ARFAICAT" oror ov im resa cifAxaesi
CAT T
GATE 5
-4L
0 Z 0 0
COMMON use:
CI-AIM
. .. ... . .. ...
EXCLUSIVE USE;
ALASKA AIRLINES
OPERA'no?4910AGGAGE MAK&
UP AREA
UPDATED - XJC-USI, 201' ,
EXHIBIT B
RENTS
RENTAL FOR EXCLUSIVE TERMINAL BUILDING SPACE
Effective September 1, 2011 and through December 31, 2411, rental for the Exclusive Leased Premises in
the Terminal Building, as described in Section 3, shall be at the following rate:
3,452 Square feet as described in EXHIBIT A
$24.95 Per square foot per year
RENTAL FOR COMMON BAGGAGE CLAIM AREA
Effective September 1, 2011 and through December 31, 2011, the rental for the Common Baggage Claim
Area in the Terminal Building, as described in Section 3, shall be at the following rate:
844 Square feet as described in EXHIBIT A
$24.95 Per square foot per year.
PRO RATA SHARE -- MULTIPLE SIGNATORY CARRIERS
LESSOR shall establish a schedule of the pro rata rental due by each LESSEE which uses the baggage
claim area and other common use areas, and LESSEE agrees to pay its stated pro rata amounts monthly.
The pro rata schedule shall be subject to recomputation each January I and July I during the term hereof,
based upon twenty percent (20 %) of the charge being divided equally among all Air Carrier Lessees, and
the remaining eighty percent (80 %) based upon the ratio of enplaned passengers of each Carrier Lessee to
the total enplaned passengers of all Carrier Lessees for the preceding six -month period.
With the additionn of one or more other signatory airlines, LESSOR may consider a pro rata of the
following types of facilities and/or equipment in addition to those listed as "exclusive use" and baggage
claim areas in this Agreement:
EXCLUSIVE USE: exclusive use of the waiting / queue area in front of the ticket counter including any
electronic ticketing kiosks that might be installed whether those kiosks might be installed inside or outside
of the terminal area; exclusive use of gates; exclusive use of Lessee aircraft parking spots common use of
passenger waiting area in the non- sterile area
COMMON USE: common use of passenger waiting area in the sterile area;; common use of airport-
provided equipment such as Ground Support Equipment (GSE) including but not limited to boarding
stairs (self - powered or manual); ADA passenger equipment lift; aircraft tug(s); aircraft tow bar(s); ramp
lighting equipment required for additional security and /or aircraft maintenance purposes; employee
parking spaces; cargo - freight vehicle parking space(s), etc.
The aforesaid rentals may be increased as necessitated by the LESSOR'S Airport Budget effective
January I st each calendar year provided that LESSEE shall provide sixty (60) days prior written notice
requesting a review of the rents and landing fees.
if
At'the written request of the LESSEE made on or before November I ux each year, LESSOR shall furnish
LESSEE a copy of its most current budget report showing revenues and expenditures for both the current
and one year prior.
LESSOR shall notify LESSEE in writing of capital improvement projects over $25,000 which would be
included in the rate base of the airport. Within thirty (30) days, LESSOR shall meet with LESEE for the
purpose of discussing revenues and expenditures related to said capital improvements. LESSOR agrees
to fully consider the comments and recommendations of LESSEE prior to finalizing the operating budget
or capital improvement project.
im
EXHIBIT C
LANDING FEE
Maximum Certificated Gross Landing Weight (MCGLW) — defined: The maximum
gross weight due to design or operational limitations at which an aircraft is permitted to
land.
Effective September 1, 2011, and through December 31, 2011, LESSEE shall pay an
amount of $1.29 per one thousand (1,000) pounds of Maximum Certificated Gross
Landing Weight (MCGLW as defined above) for each landing made by LESSEE'S
aircraft,
The aforesaid landing fee may be increased as necessitated by the LESSOR'S Airport
Budget effective January I st each calendar year provided that LESSOR upon written
request of LESSEE shall furnish LESSEE sixty (60) days prior written notice requesting
a review of the rents and landing fees.
13
Indemnification
The parties agree that LESSEE is and shall always be deemed to be an independent contractor
and operator and not an agent or employee of LESSOR with respect to its acts or omissions
hereunder. At no expense to LESSOR, LESSEE shall defend against and indemnify filly and
save harmless LESSOR including its officers, agents and employees, and the Yakima Air
Terminal Board, the Yakima Air Terminal, the City of Yakima and Yakima County and their
elected and appointed officials, employees and agents, from any and all liability, damages, suits,
claims, actions, judgments or decrees, including all expenses incidental to the investigation and
defense thereof, including reasonable attorney fees, based upon or arising out of damages or
injuries to third persons or their property, caused or occasioned by the use or occupancy of the
premises and privileges hereunder, provided, however, that LESEE shall not be liable for any
injury damage or loss occasioned solely by the sole negligence of LESSOR, its agents or
employees. LESSOR shall give to LESSEE prompt and reasonable notice of any such claims or
actions and LESSEE shall have the right to investigate compromise and defend the same to the
extent of its interest_
LESSEE shall defend, indemnify and hold LESSOR harmless with respect to acts or omissions
of its nominee. For claims by LESSOR for indemnity only, LESSEE specifically and expressly
waives any immunity under industrial insurance, RCW 51 or the like and LESSEE acknowledges
that this waiver was mutually negotiated, provided, however, that LESSEE shall not be liable for
any injury damage or loss occasioned solely by the sole negligence of LESSOR, its agents or
employees.
The LESSEE shall keep and hold the Yakima Air Terminal Board, the Yakima Air Terminal, the
City and County of Yakima, their elected and appointed officials, agents and employees, free and
harmless from any and all claims and actions, loss, damage, expense or cost, including
reasonable attorneys fees, incidental to the investigation and defense thereof, resulting from,
arising out of or caused by actions of LESSEE resulting in any liability under the Federal
Comprehensive Environmental Response Compensation Liability Act on 1980, as amended, 42
U.S.C. 9601 et seq.; Hazardous Materials Transportation Action, 49 U.S.C. 1807 et. seq.; the
Washington Environmental Policy Action, RCQ Ch. 43.21C, the Washington Water Pollution
Control Act, RCW Ch. 90.48.01.0 et seq,; the Washington Hazardous Waste Management Act,
RCW Ch. 70.105D, the Washington Model Toxic Control Act, RCW Ch. 70.105D, and the
regulation promulgated thereunder, or any applicable local or state environmental ordinance,
statute, law, rule or regulation,
Insurance
LESSEE shall maintain all insurance hereunder with insurance underwriters satisfactory to
LESSOR. All policies shall name the City of Yakima, its elected officials, officers, servants,
agents and employees, the County of Yakima, its elected officials, officers, officers servants,
agents and employees, and the Yakima Air Terminal Board and its officers, servants, agents and
employees as additional insureds as their interests may appear hereunder. Such insurance shall be
primary and not contributory to any other insurance coverage that may be available to any such
14
additional insureds. LESSEE shall furnish LESSOR, certificates from the insurance carrier
showing all insurance required hereunder to be in full force and effect during the entire term of
this Lease, Certificate shall be issued by carrier(s) with a minimum A.M. BEST rating of A-VII.
LESSE agrees to reimburse LESSOR for any damage to the premises caused by the occupancy
of LESSE or employees of LESSEE, in the performance of their duties.
Fire Insurance, LESSEE shall insure for fire and extended coverage risks of all LESSEE's
improvements on the Leased Premises. Such insurance shall be in an amount equal to the full
insurable replacement value of such improvements. All fire insurance policies shall contain loss
payable endorsements in favor of the parties as their respective interest may appear hereunder.
LESSOR agrees that any payments receive by it from such insuring companies by the reason of
loss under the policy r policies shall be applied towards repair and reconstruction of said
leasehold improvements, subject to the provisions of Paragraph I I hereof.
Public Liability, including but not limited to bodily injury, property damage and personal injury
for airfield operations, aircraft operations, and terminal operations, Promptly after the execution
of this Lease, LESSEE shall provide comprehensive (commercial) general liability insurance,
including but not limited to, premises-operations, independent contractors, products/completed
operations, broad form property damage, and blanket contractual, and personal injury
endorsement, in protection of LESSOR, its officers, agents and employees, the City of Yakima
and its elected and appointed officials, agents and employees, and the County of Yakima and its
elected and appointed officials, agents and employees. LESSEE shall provide such public
liability insurance for a minimum sum of $ 100,000,000 for bodily injury, personal injury and
property damage, Combined Single Limit per occurrence.
Insurance Adjustment
LESSEE shall pay any increase in LESSOR's insurance rates or premiums that shall be caused
by the character of the occupation of the premises by LESSEE. In addition, all insurance
coverage the LESSEE is required to procure and maintain during the term of the Lease shall be
subject to adjustment beginning — January 1, 2016, and each one (1) year period thereafter, to
such levels as deemed necessary by LESSOR due to appreciation in value of personal and real
property subject to this Lease.
Insurance — Failure of LESSEE
Insurance — Failure of LESSEE
If LESSEE shall neglect to maintain the necessary insurance required by the this Exhbit D
LESSOR may renew or procure such insurance. Any insurance premiums paid by LESSOR
shall be considered as additional rent, and shall confer upon LESSOR all rights and remedies
provided in this Lease in the event of default. In addition, LESSEE shall pay to LESSOR a
monthly sum equal to one and one-half percent (1.5) of the insurance premium paid as a
delinquency charge.
19