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HomeMy WebLinkAboutPat Lawler - Agricultural Lease AgreementPATRICK EDWIN LAWLER AGRICULTURE LEASE AGREEMENT #1 THIS LEASE, executed this day of th 2011, between the YAKIMA AIR TERMINAL — McALLISTER FIELD, an agency of1the City of Yakima and County of Yakima, Washington, hereinafter referred to as "LESSOR," and PATRICK EDWIN LAWLER, a single woA4et" hereinafter referred to as "LESSEE": fah W I T N E S S E T H: WHEREAS, LESSOR operates the Yakima Air Terminal — McAllister Field ("Airport"), under the authority granted by the Joint Operations Agreement signed by the City and County of Yakima, Washington dated July 1, 1982; and WHEREAS, LESSOR has approved property available for lease as provided by this Lease, and LESSEE desires to occupy and use such property in accordance with this Lease; NOW THEREFORE, in consideration of the mutual promises contained herein and the benefit to be derived by each party, the parties agree as follows: LESSOR does hereby lease and let unto LESSEE, and LESSEE does hereby lease and take from LESSOR, approximately 95.65 acres of Grazing land including any buildings or improvements on said land in the City of Yakima, Yakima County, Washington, as that property is depicted on the drawing marked Exhibit "A" attached hereto and by this reference made a part hereof, together with the right of ingress to and egress from the leased premises and the public use areas/facilities used in connection therewith, over designated Airport property and roadways, subject to rules and regulations governing the use of the Airport and as the same may be promulgated by LESSOR from time to time. The LESSOR may, at any time hereafter, provide a legal description of the premises and such description shall become a part of this lease. 2. TERM: The tenancy created by this Lease shall commence on January 1, 2011, shall have a I year term, and shall renew on a year-to-year basis until terminated by either party, unless otherwise terminated as provided for herein. LESSOR reserves the right to terminate this lease at any time with 30 days advance notice. Filenarne: Lease# I /Lawler 201 1 A. LESSEE promises and agrees to pay rent to LESSOR at the rate of $358.69 per quarter for the leased premises, paid in advance on or before the 1 st day of the quarter. As used herein, "quarter" is defined as a three -month period beginning on January 1, April 1, July 1, or October 1. Payments shall be made to the Yakima Air Terminal - McAllister Field in care of the Airport Manager's office. Any rental payment past due shall accrue a delinquency charge of twelve percent (12 %) per annum. B. The lease rental rate as provided for above shall be subject to review and modification on every anniversary of this Lease and shall be set at a mutually agreeable agriculture rate. 4. ARBITRATION SECTION In the event the parties are unable to agree upon the fair market rental rate for the succeeding periods, upon written notice of either party to the other, but no later than thirty (30) days prior to the expiration of the then current rental period, the matter of establishment of fair market rental shall be referred to arbitration. Within thirty (30) days of such notice, each party shall select one arbitrator. The two arbitrators shall jointly select a third arbitrator who shall be a Washington State licensed and certified general real estate appraiser with at least five (5) years' experience in sale or leases and appraisals of commercial property in the Yakima Valley. The decision of a majority of the arbitrators as to the fair market rental value for the property shall be made within forty-five (45) days of said written notice and shall be binding. Each of the parties shall bear the cost of its designated arbitrator. The parties shall share equally the expense of the third arbitrator. The arbitration decision shall be binding upon both parties and shall be enforceable in accordance with the laws of the State of Washington. The arbitrator's decision shall relate back to the beginning of the new rental period. In addition to the rent payable above, LESSEE promises and agrees to pay, as the same become due and payable, all licenses, fees and taxes, including but not limited to the State leasehold excise, required to be paid by LESSEE by reason of this Lease and by reason of LESSEE's use and occupancy of the leased premises and by reason of LESSEE's construction or ownership of improvements to the leased premises. LESSEE shall neither suffer nor permit the attachment of any lien or other encumbrance on the leased premises by reason of LESSEE's occupancy thereof. LESSEE agrees to indemnify LESSOR and shall hold LESSOR harmless from any such taxes and liens. Filename. Luse# 1 /Lawler 2011 2 6. USE: LESSEE agrees to use the leased premises only for grazing livestock and ,�rowing crops. The use of the property for any other purpose not expressly -v,pproved • the LESSOR in writing shall be deemed a material breach of this Lease constituting grounds for its termination. LESSEE agrees not to place cattle feed areas in the runway approach areas and not to plant and grow grain type crops that attract birds and other wildlife. Agriculture operations have a potential for attracting birds and other wildlife which may pose a hazard to aircraft. If birds or other wildlife become a problem because of agriculture operations on the airport, LESSOR may initiate remedial action as required by FAR Part 139.337. 7. UTILITIES: LESSEE shall be responsible for all utility services including, but not limited to, power, natural gas, water, sewer, and garbage. 1�,1114:1 A Ti W,] CES&I Ll 101111111 [010 LESSEE has made a full inspection of the premises, is fully aware of its condition except with respect to environmental conditions and accepts the premises on an "AS-IS" basis. LESSEE agrees to pay for any improvements, repairs and/or modifications necessary to the operation of LESSEE's business. i i . LESSEE agrees to do all repair, remodeling, alterations, upkeep, and replacement of the leased premises and facilities therein at LESSEE's expense. All repair, remodeling, alterations, trade fixtures and improvements to the leased premises by LESSEE shall conform to applicable rules, regulations and codes, and LESSEE shall procure all building and other permits therefor. All repair, remodeling, alterations, trade fixtures and improvements shall be designed with a view toward aesthetic considerations and installation shall not commence until plans and specifications therefor have been submitted to and approved in writing by the Airport Manager, which approval shall not be unreasonably withheld. LESSOR makes no representation or guarantee as to the suitability of the leased area for construction of buildings, roads, ramps, etc., and is not responsible for the costs of excavation and/or removal of any object found either above or below Filename: Lease# 1 /Lawler 2011 ground level except for hazardous materials and archaeological artifacts existing prior to tenancy. 10. REVERSION OF IMPROVEMENTS: Upon termination of this lease for any reason Lease, LESSOR may, at its option, either accept ownership of the improvements constructed or installed on the Premises, except for trade fixtures, or require LESSEE to remove such improvements within one hundred twenty (120) days of such termination. Such removal shall include removing the foundation, utilities and other land improvements and restoring the land to grade level, unless otherwise directed by LESSOR. LESSOR shall notify LESSEE of its intent within sixty (60) days of the cancellation or expiration. Prior to the expiration of this Lease, LESSEE shall remove all such trade fixtures and repair any damage to the premises caused by removal of trade fixtures to the reasonable satisfaction of the Airport Manager. Fixtures not removed within sixty (60) days after termination become the property of the LESSOR unless other arrangements have been previously approved in writing by the Airport Manager. Any fixtures or "junk" unusable by the LESSOR will be removed at the expense of the LESSEE. LESSEE shall, as additional consideration for grant of this Lease, insure that all liens, security interest and other encumbrances against said improvements and structures except those created or suffered by LESSOR, whether consensual or involuntary, shall be paid, discharged or satisfied prior to time for reversion thereof to LESSOR; and, in any event, the parties acknowledge that LESSOR shall not, by virtue of termination of the leasehold interest nor reversion of the structures or other improvements, be liable for any debt or encumbrance associated therewith, whether now existing or hereafter incurred, levied or attached. I at "D KfT= Z01 ; 1; -9 ZA j a LESSEE agrees to remove all unsightly and noxious weeds now growing on the leased premises and prevent the growing of such weeds during the term of this Agreement. LESSEE is responsible for the maintenance of the leased premises and all improvements, existing and future, and shall do so in a good and responsible manner during the entire term of the Agreement. LESSEE further agrees to use all reasonable means to prevent hunting or fishing, including the posting of signs upon the leased premises, and to prevent any other use by any other person. Filename: Lease# 1 /Lawler 2011 4 LESSEE further agrees to keep all fences on the leased premises in good repair and to keep any livestock grazing upon the leased premises from straying off the leased premises. All such repairs shall maintain or improve the quality and usefulness of the fence compared to its quality and usefulness prior to the needed repair. LESSOR may at its option make necessary repairs to fences; however, LESSEE shall reimburse LESSOR for all expenses incurred by LESSOR for repairs to fences if said repairs are necessary for airfield security and safety or, if LESSEE fails to keep the fences in good repair. 12. REGULATIONS: LESSEE agrees to comply with all applicable laws, ordinances, rules, regulations and policies of all governmental authorities having jurisdiction over the Airport, including policies adopted by LESSOR, as such laws, ordinances, rules, regulations and policies apply to the use and operation of Airport property, facilities and operations as those laws, ordinances, rules, regulations and policies now exist or may hereafter become effective. LESSEE further agrees to accept responsibility for not allowing unauthorized persons access to the Airport Operations Area (AOA), LESSEE shall not sublet any part of the premises. 14. ASSIGNMENT: LESSEE shall not assign this Lease. 15, SIGNS: No signs or other advertising matter or devices shall be used or displayed in or about the leased premises or upon any portion of the Yakima Air Terminal without the prior written approval of the Airport Manager. LESSEE shall post and maintain in legible condition NO TRESPASSING/NO HUNTING signs around the perimeter of the leased property and the distance between signs shall not be greater than 150 feet. 16. MISCELLANEOUS PROVISIONS: A. The parties agree that LESSOR, through its Airport Manager or other person authorized by the Airport Manager, may enter upon the leased premises at any reasonable time to make such inspections as LESSOR may deem necessary to Filename: Lease# I /Lawler 2011 5 the proper enforcement of any term, provision or condition of this Lease. No such entry or inspection by LESSOR is required by this provision, and the failure of LESSOR to enter and make inspection shall not alter the relationship of the parties and their respective rights and duties provided by this Lease. LESSEE shall be granted the right of quiet enjoyment upon performance of all terms of this Lease. B. LESSOR may further develop or improve Airport property and facilities, regardless of the desire or views of LESSEE regarding any such development or improvement, and without interference or hindrance on the part of LESSEE and without liability to LESSEE, provided the operations of the LESSEE are not unreasonably interrupted. C. LESSOR reserves the right, but shall not be obligated to LESSEE, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of LESSEE in that regard. D. LESSOR reserves the right to take any action necessary or desirable by LESSOR to protect the operations of the Airport against obstruction, or any other activity interfering with the efficient operation of the Airport, together with the right to prevent LESSEE from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of the Airport Manager, would limit the usefulness of the Airport or constitute a hazard to aircraft. E. During time of war or national emergency, LESSOR shall have the right to lease the landing area or any part thereof to the United States of America for military use, and, if any such lease is executed, the provisions of this Lease shall be suspended insofar as they are inconsistent with the provisions of the lease agreement with the United States of America. F. This Lease shall be subordinate to the provisions of any existing or future agreement between LESSOR and the United States of America relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the Airport. G. If the leased premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease shall terminate as to such portion as may be taken. If the portion taken does not feasibly permit the continuation of the LESSEE's operations, LESSEE shall have the right to terminate this Lease. Such termination shall be effective as of the date LESSEE's operations cease. LESSEE shall be entitled to a portion of the award Filename: Lease# 1 /Lawler 2011 6 representing its interest in the premises. LESSOR shall be entitled to the remainder of the award. 17. INDEMNITY/DUTY TO DEFEND: A. At no expense to LESSOR, LESSEE shall defend against and indemnify fully and save harmless the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, 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, judgements or decrees, made against the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima or Yakima County or their elected and appointed officials, employees and agents, including all expenses incidental to the investigation and defense thereof, including reasonable attorney fees, based on or arising from the occupancy or use of the leased premises by LESSEE or as a result of LESSEE'S operations at the Airport or from any other act or omission of LESSEE, its servants, employees, agents, invitees, independent contractors or any other entity, person, firm or corporation acting on behalf of LESSEE or under its direction, whether such claim shall be by LESSEE or a third party; 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. 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, B. LESSEE agrees to reimburse LESSOR for any damage to the premises caused by the occupancy of LESSEE, its employees, agents, servants, invitees, independent contractors or any other person acting on behalf of LESSEE or under its direction, C. LESSOR agrees to defend, indemnify and hold LESSEE harmless against and from any claim or liability arising from or alleged to arise from the presence of hazardous material or toxic waste on the subject leased premises at the inception of this Lease and the introduction to the premises of such materials due to LESSOR'S activities or under its control. D. LESSEE shall keep and hold the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima 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 LESSEE resulting in any liability under the Federal Comprehensive Filename: Lease# I /Lawler 2011 Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C, 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the Clean Water Act, 42 U.S.C. 1251 et seq.; the Washington Environmental Policy Act, RCW Ch. 43.21C; the Washington Water Pollution Control Act, RCW Ch. 90.48; the Washington Hazardous Waste Management Act, RCW Ch. 70.105; the Washington Model Toxic Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder, or under any applicable local or state environmental ordinance, statute, law, rule or regulation. The provisions of this Sub-section shall survive the termination of this Lease, 18. INSURANCE: LESSEE shall file with LESSOR a certificate of insurance, or other proof of insurance acceptable to LESSOR, evidencing an insurance policy with the Yakima Air Terminal -McAllister Field, the City of Yakima and County of Yakima as additional insureds providing: 1. Comprehensive general liability insurance coverage in amounts of not less than $1,000,000 Combined Single Limit for bodily injury and property damage covering LESSEE's occupancy of and activities pertaining to the leased premises. In the event of damage or destruction of Airport property caused by the LESSEE, its agents, employees, animals or equipment, LESSEE agrees to repair, reconstruct, or replace the affected property to the condition which existed prior to such damage or destruction, to the extent that same is not covered by insurance required under this Lease. LESSEE further agrees to cause such repair, reconstruction or replacement or affected property with due diligence. A. The failure by LESSEE to pay rent in the amounts and at the times specified herein, or the failure by LESSEE to otherwise comply with any term, provision or condition of this Lease, shall constitute grounds for termination of this Lease and forfeiture of all rent paid by LESSEE to the time of termination, This Lease and tenancy shall terminate and rent paid shall be forfeited for cause as specified above on written notice by LESSOR to LESSEE stating the amount of rent in default or otherwise stating accurately the manner in which LESSEE fails or has failed to comply with this Lease. LESSEE shall make full payment or otherwise comply with this Lease in the manner specified in the notice within thirty (30) Filename: Lease# I /Lawl er 2011 8 days (except three (3) days for payment of rent) from LESSEE's receipt of such notice, otherwise this Lease and tenancy shall be terminated and rent forfeited. Such notice shall be given in writing and served on LESSEE by personal delivery or mailed by certified mail with return receipt requested addressed to LESSEE at its address stated below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing. It is further agreed that after receipt of notices and as an additional condition to avoid forfeiture, LESSEE shall pay LESSOR's costs and expenses, including attorney's fees, for the preparation and service of such notice. Nothing contained herein shall release or diminish LESSEE's obligation to pay rent for the full term of this Lease save such amount as LESSOR recovers as rent from any subsequent lessee during the term of this Lease. Notices shall be deemed received three (3) days after mailing to LESSEE at the address below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing. B. As additional and not alternative remedy, optional with LESSOR and upon thirty (30) days written notice to LESSEE, should LESSEE be in default hereunder other than default in the payment of rent, LESSOR may cure or correct the same and the cost of such action by LESSOR shall immediately become due and payable from LESSEE, together with late fees on said sum at a rate of twelve percent (12%) per annum, and the non-payment of said sum by LESSEE shall be adequate grounds for LESSOR to invoke the other remedies as provided in this Lease. C. Upon termination of this Lease for any reason, LESSEE shall immediately surrender the premises to the LESSOR in good condition and repair, ordinary wear and usage excepted; and LESSEE shall remove all of LESSEE'S personal property, trade fixtures, equipment or improvements removable by prior agreement with LESSOR from the premises and shall repair any damage to the premises caused by such removal. Any personal property of LESSEE, or anyone claiming under LESSEE, which shall remain upon the premises at the expiration or termination of this Lease shall be deemed to have been abandoned and may be retained by LESSOR as LESSOR'S property or disposed of by LESSOR in such manner as LESSOR sees fit without compensation to any party and any expense of said disposal will be paid by LESSEE. 21. INSOLVENCY In the event LESSEE is declared bankrupt by a court of competent jurisdiction or in the event LESSEE makes an assignment for the benefit of creditors, or if a receiver otherwise is appointed for LESSEE, or in the event LESSEE's leasehold estate is subjected to execution to satisfy any judgement against LESSEE, then in that event LESSOR may immediately or at any time thereafter without notice Filename: Lease# 1 /Lawler 2011 9 or demand enter into and upon the premises or any part thereof and repossess the same and expel LESSEE or any person upon the premises and remove their effects, and thereupon this Lease and the tenancy hereby created shall absolutely terminate, without prejudice to any remedies which might otherwise be available to LESSOR for collection of past due or future rent. 22. VENUE, ATTORNEY FEES: In the event of litigation to enforce the rights and obligations hereunder, venue shall lie in Yakima County Superior Court, and the prevailing party shall be entitled to its reasonable attorney fees in addition to court costs, 23. NON-DISCRIMINATION CLAUSE: To the extent required by law, LESSEE, for itself, its personal representative, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as follows: A. No person, on the grounds of race, color, religion, sex, 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. B. LESSEE agrees that in the construction of any improvements on, over or under Airport land and the furnishing of services thereon, no person, on the grounds of race, color, religion, sex, marital status, handicap, age or national origin, shall be unreasonably excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. C. LESSEE shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation, Subtitle 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. D. It is the policy of the Department of Transportation that minority business enterprise as defined in 49 CFR Part 23, i.e., firms owned and controlled by minorities; firms owned and controlled by women and firms owned and controlled by financially disadvantaged persons; shall have the maximum opportunity to participate in the performance of leases as defined in 49 CFR Section 23.5. Consequently, this Lease is subject to 49 CFR Part 23 as applicable, Filename: Leasefl/Lawler 2011 10 Lessee hereby assures that no person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. Lessee hereby assures that it will include the above clauses in all sub-leases and cause sub-lessees to similarly include clauses in further sub-leases. 24. INTEGRATION: This document embodies the entire Lease between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. Time is of the essence of this entire Lease. Filename: Leasefl/Lawler 2011 LESSOR: YAKIMA AIR TERMINAL - McALLISTER FIELD 2404 W. Washington Avenue Yakima, Washington 98903 (509) 575 -6149 - phone (509) 575 -6185 - fax Carl Lee Remmel date STATE OF WASHINGTON County of Yakima I certify that I know or have satisfactory evidence that Carl Lee Remmel signed this instrument, on oath stated that he is authorized to execute this instrument and acknowledged it as the Manager 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., jl- �. - 9,D/) h Notary i lib J` Appointment hone 509 - 966 -1241 8 as I' `rgtSTY J ale, qw% i" p « +s « «..o p ,+4, � ,q, �s � s V _ 201 A +" �e STATE OF WASHINGTON, County of Yakima I certify that I know or have satisfactory evidence that PATRICK EDWIN LAWLER signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Notary Puk!4,,' Appointment Expires , Filename: Lease# I /Lawler 2011 �`4te1 1 tat fry aaa� ?,I S T Y JG 4'p:_ ����1 a HNGflO \�aa 12 THIS LEASE, executed this day of ca 4.- -y 1 2011, between the YAKIMA AIR TERMINAL — McALLISTER FIELD, an agency of/the City of Yakima and County of Yakima, Washington, hereinafter referred to as "LESSOR," and PATRICK EDWIN LAWLER, a single man hereinafter referred to as "LESSEE": VZ1Nffi9,F4&W1F*dU WHEREAS, LESSOR operates the Yakima Air Terminal — McAllister Field ("Airport"), under the authority granted by the Joint Operations Agreement signed by the City and County of Yakima, Washington dated July 1, 1982; and WHEREAS, LESSOR has approved property available for lease as provided by this Lease, and LESSEE desires to occupy and use such property in accordance with this Lease; NOW THEREFORE, in consideration of the mutual promises contained herein and the benefit to be derived by each party, the parties agree as follows: 1. PREMISES: LESSOR does hereby lease and let unto LESSEE, and LESSEE does hereby lease and take from LESSOR, approximately 72 acres of Grazing land including any buildings or improvements on said land in the City of Yakima, Yakima County, Washington, as that property is depicted on the drawing marked Exhibit "A" attached hereto and by this reference made a part hereof, together with the right of ingress to and egress from the leased premises and the public use areas/facilities used in connection therewith, over designated Airport property and roadways, subject to rules and regulations governing the use of the Airport and as the same may be promulgated by LESSOR from time to time. The LESSOR may, at any time hereafter, provide a legal description of the premises and such description shall become a part of this lease. _11 -A A iTj The tenancy created by this Lease shall commence on January 1, 2011, shall have a I year term, and shall renew on a year-to-year basis until terminated by either party, unless otherwise terminated as provided for herein. LESSOR reserves the right to terminate this lease at any time with 30 days advance notice. Filename: Lease#2/Lawler 2011 A. LESSEE promises and agrees to pay rent to LESSOR at the rate of $750.00 per quarter for the leased premises, paid in advance on or before the 1st day of the quarter. As used herein, "quarter" is defined as a three -month period beginning on January 1, April 1, July 1, or October 1. Payments shall be made to the Yakima Air Terminal - McAllister Field in care of the Airport Manager's office. Any rental payment past due shall accrue a delinquency charge of twelve percent (12 %) per annum. B. The lease rental rate as provided for above shall be subject to review and modification on every anniversary of this Lease and shall be set at a mutually agreeable agriculture rate. In the event the parties are unable to agree upon the fair market rental rate for the succeeding periods, upon written notice of either party to the other, but no later than thirty (30) days prior to the expiration of the then current rental period, the matter of establishment of fair market rental shall be referred to arbitration. Within thirty (30) days of such notice, each party shall select one arbitrator. The two arbitrators shall jointly select a third arbitrator who shall be a Washington State licensed and certified general real estate appraiser with at least five (5) years' experience in sale or leases and appraisals of commercial property in the Yakima Valley. The decision of a majority of the arbitrators as to the fair market rental value for the property shall be made within forty -five (45) days of said written notice and shall be binding. Each of the parties shall bear the cost of its designated arbitrator. The parties shall share equally the expense of the third arbitrator. The arbitration decision shall be binding upon both parties and shall be enforceable in accordance with the laws of the State of Washington. The arbitrator's decision shall relate back to the beginning of the new rental period. 5. TAXES AND LIENS: In addition to the rent payable above, LESSEE promises and agrees to pay, as the same become due and payable, all licenses, fees and taxes, including but not limited to the State leasehold excise, required to be paid by LESSEE by reason of this Lease and by reason of LESSEE's use and occupancy of the leased premises and by reason of LESSEE's construction or ownership of improvements to the leased premises. LESSEE. shall neither suffer nor permit the attachment of any lien or other encumbrance on the leased premises by reason of LESSEE's occupancy thereof. LESSEE agrees to indemnify LESSOR and shall hold LESSOR harmless from any such taxes and liens. Filename: Lease #21Lawler 2011 2 LESSEE agrees to use the leased premises only for grazing livestock and growing crops. The use of the property for any other purpose not expressly approved by the LESSOR in writing shall be deemed a material breach of this Lease constituting grounds for its termination. LESSEE agrees not to place cattle feed areas in the runway approach areas and not to plant and grow grain type crops that attract birds and other wildlife. Agriculture operations have a potential for attracting birds and other wildlife which may pose a hazard to aircraft. If birds or other wildlife become a problem because of agriculture operations on the airport, LESSOR may initiate remedial action as required by FAR Part 139.337. 7. UTILITIES: LESSEE shall be responsible for all utility services including, but not limited to, power, natural gas, water, sewer, and garbage. LESSEE has made a full inspection of the premises, is fully aware of its condition except with respect to environmental conditions and accepts the premises on an "AS-IS" basis. LESSEE agrees to pay for any improvements, repairs and/or modifications necessary to the operation of LESSEE's business. 9. IMPROVEMENTS: LESSEE agrees to do all repair, remodeling, alterations, upkeep, and replacement of the leased premises and facilities therein at LESSEE's expense, All repair, remodeling, alterations, trade fixtures and improvements to the leased premises by LESSEE shall conform to applicable rules, regulations and codes, and LESSEE shall procure all building and other permits therefor. All repair, remodeling, alterations, trade fixtures and improvements shall be designed with a view toward aesthetic considerations and installation shall not commence until plans and specifications therefor have been submitted to and approved in writing by the Airport Manager, which approval shall not be unreasonably withheld. LESSOR makes no representation or guarantee as to the suitability of the leased area for construction of buildings, roads, ramps, etc., and is not responsible for the costs of excavation and/or removal of any object found either above or below Filename: Lease#2/Lawler 2011 ground level except for hazardous materials and archaeological artifacts existing prior to tenancy. I t2-:147146 192-11 Upon termination of this lease for any reason Lease, LESSOR may, at its option, either accept ownership of the improvements constructed or installed on the Premises, except for trade fixtures, or require LESSEE to remove such improvements within one hundred twenty (120) days of such termination. Such removal shall include removing the foundation, utilities and other land improvements and restoring the land to grade level, unless otherwise directed by LESSOR. LESSOR shall notify LESSEE of its intent within sixty (60) days of the cancellation or expiration. Prior to the expiration of this Lease, LESSEE shall remove all such trade fixtures and repair any damage to the premises caused by removal of trade fixtures to the reasonable satisfaction of the Airport Manager. Fixtures not removed within sixty (60) days after termination become the property of the LESSOR unless other arrangements have been previously approved in writing by the Airport Manager. Any fixtures or "junk" unusable by the LESSOR will be removed at the expense of the LESSEE. LESSEE shall, as additional consideration for grant of this Lease, insure that all liens, security interest and other encumbrances against said improvements and structures except those created or suffered by LESSOR, whether consensual or involuntary, shall be paid, discharged or satisfied prior to time for reversion thereof to LESSOR; and, in any event, the parties acknowledge that LESSOR shall not, by virtue of termination of the leasehold interest nor reversion of the structures or other improvements, be liable for any debt or encumbrance associated therewith, whether now existing or hereafter incurred, levied or attached. LESSEE agrees to remove all unsightly and noxious weeds now growing on the [eased premises and prevent the growing of such weeds during the term of this Agreement. LESSEE is responsible for the maintenance of the leased premises and all improvements, existing and future, and shall do so in a good and responsible manner during the entire term of the Agreement. LESSEE further agrees to use all reasonable means to prevent hunting or fishing, including the posting of signs upon the leased premises, and to prevent any other use by any other person. Filename: Lease#2/Lawler 2011 4 LESSEE further agrees to keep all fences on the leased premises in good repair and to keep any livestock grazing upon the leased premises from straying off the leased premises. All such repairs shall maintain or improve the quality and usefulness of the fence compared to its quality and usefulness prior to the needed repair. LESSOR may at its option make necessary repairs to fences; however, LESSEE shall reimburse LESSOR for all expenses incurred by LESSOR for repairs to fences if said repairs are necessary for airfield security and safety or, if LESSEE fails to keep the fences in good repair. 12. REGULATIONS: LESSEE agrees to comply with all applicable laws, ordinances, rules, regulations and policies of all governmental authorities having jurisdiction over the Airport, including policies adopted by LESSOR, as such laws, ordinances, rules, regulations and policies apply to the use and operation of Airport property, facilities and operations as those laws, ordinances, rules, regulations and policies now exist or may hereafter become effective. LESSEE further agrees to accept responsibility for not allowing unauthorized persons access to the Airport Operations Area (AOA). iw�1111-1-1-01 *A-fikl LESSEE shall not sublet any part of the premises. 14. ASSIGNMENT: LESSEE shall not assign this Lease. No signs or other advertising matter or devices shall be used or displayed in or about the leased premises or upon any portion of the Yakima Air Terminal without the prior written approval of the Airport Manager. LESSEE shall post and maintain in legible condition NO TRESPASSING/NO HUNTING signs around the perimeter of the leased property and the distance between signs shall not be greater than 150 feet. A. The parties agree that LESSOR, through its Airport Manager or other person authorized by the Airport Manager, may enter upon the leased premises at any reasonable time to make such inspections as LESSOR may deem necessary to Filename: Lease#2/Lawler 2011 the proper enforcement of any term, provision or condition of this Lease. No such entry or inspection by LESSOR is required by this provision, and the failure of LESSOR to enter and make inspection shall not alter the relationship of the parties and their respective rights and duties provided by this Lease. LESSEE shall be granted the right of quiet enjoyment upon performance of all terms of this Lease. B. LESSOR may further develop or improve Airport property and facilities, regardless of the desire or views of LESSEE regarding any such development or improvement, and without interference or hindrance on the part of LESSEE and without liability to LESSEE, provided the operations of the LESSEE are not unreasonably interrupted. C. LESSOR reserves the right, but shall not be obligated to LESSEE, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of LESSEE in that regard. D. LESSOR reserves the right to take any action necessary or desirable by LESSOR to protect the operations of the Airport against obstruction, or any other activity interfering with the efficient operation of the Airport, together with the right to prevent LESSEE from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of the Airport Manager, would limit the usefulness of the Airport or constitute a hazard to aircraft, E. During time of war or national emergency, LESSOR shall have the right to lease the landing area or any part thereof to the United States of America for military use, and, if any such lease is executed, the provisions of this Lease shall be suspended insofar as they are inconsistent with the provisions of the lease agreement with the United States of America. F. This Lease shall be subordinate to the provisions of any existing or future agreement between LESSOR and the United States of America relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the Airport. G. If the leased premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease shall terminate as to such portion as may be taken. If the portion taken does not feasibly permit the continuation of the LESSEE's operations, LESSEE shall have the right to terminate this Lease. Such termination shall be effective as of the date LESSEE's operations cease. LESSEE shall be entitled to a portion of the award Filename: Lease#2/Lawler 2011 6 representing its interest in the premises. LESSOR shall be entitled to the remainder of the award. A. At no expense to LESSOR, LESSEE shall defend against and indemnify fully and save harmless the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, 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, judgements or decrees, made against the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima or Yakima County or their elected and appointed officials, employees and agents, including all expenses incidental to the investigation and defense thereof, including reasonable attorney fees, based on or arising from the occupancy or use of the leased premises by LESSEE or as a result of LESSEE'S operations at the Airport or from any other act or omission of LESSEE, its servants, employees, agents, invitees, independent contractors or any other entity, person, firm or corporation acting on behalf of LESSEE or under its direction, whether such claim shall be by LESSEE or a third party; 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. 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. B. LESSEE agrees to reimburse LESSOR for any damage to the premises caused by the occupancy of LESSEE, its employees, agents, servants, invitees, independent contractors or any other person acting on behalf of LESSEE or under its direction. C. LESSOR agrees to defend, indemnify and hold LESSEE harmless against and from any claim or liability arising from or alleged to arise from the presence of hazardous material or toxic waste on the subject leased premises at the inception of this Lease and the introduction to the premises of such materials due to LESSOR'S activities or under its control. D. LESSEE shall keep and hold the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima 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 LESSEE resulting in any liability under the Federal Comprehensive Filename: Lease#--?/Lawler 2011 7 Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C, 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the Clean Water Act, 42 U.S.C. 1251 et seq.; the Washington Environmental Policy Act, RCW Ch. 43.21C; the Washington Water Pollution Control Act, RCW Ch. 90.48; the Washington Hazardous Waste Management Act, RCW Ch, 70.105; the Washington Model Toxic Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder, or under any applicable local or state environmental ordinance, statute, law, rule or regulation. The provisions of this Sub-section shall survive the termination of this Lease. ff-11109f IN, laut-TTIT1014 LESSEE shall file with LESSOR a certificate of insurance, or other proof of insurance acceptable to LESSOR, evidencing an insurance policy with the Yakima Air Terminal -McAllister Field, the City of Yakima and County of Yakima as additional insureds providing: 1. Comprehensive general liability insurance coverage in amounts of not less than $1,000,000 Combined Single Limit for bodily injury and property damage covering LESSEE's occupancy of and activities pertaining to the leased premises. In the event of damage or destruction of Airport property caused by the LESSEE, its agents, employees, animals or equipment, LESSEE agrees to repair, reconstruct, or replace the affected property to the condition which existed prior to such damage or destruction, to the extent that same is not covered by insurance required under this Lease. LESSEE further agrees to cause such repair, reconstruction or replacement or affected property with due diligence. A. The failure by LESSEE to pay rent in the amounts and at the times specified herein, or the failure by LESSEE to otherwise comply with any term, provision or condition of this Lease, shall constitute grounds for termination of this Lease and forfeiture of all rent paid by LESSEE to the time of termination. This Lease and tenancy shall terminate and rent paid shall be forfeited for cause as specified above on written notice by LESSOR to LESSEE stating the amount of rent in default or otherwise stating accurately the manner in which LESSEE fails or has failed to comply with this Lease. LESSEE shall make full payment or otherwise comply with this Lease in the manner specified in the notice within thirty (30) Filename: Lease#2/Lawler 2011 8 days (except three (3) days for payment of rent) from LESSEE's receipt of such notice, otherwise this Lease and tenancy shall be terminated and rent forfeited. Such notice shall be given in writing and served on LESSEE by personal delivery or mailed by certified mail with return receipt requested addressed to LESSEE at its address stated below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing. It is further agreed that after receipt of notices and as an additional condition to avoid forfeiture, LESSEE shall pay LESSOR's costs and expenses, including attorney's fees, for the preparation and service of such notice. Nothing contained herein shall release or diminish LESSEE's obligation to pay rent for the full term of this Lease save Such amount as LESSOR recovers as rent from any subsequent lessee during the term of this Lease. Notices shall be deemed received three (3) days after mailing to LESSEE at the address below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing. B. As additional and not alternative remedy, optional with LESSOR and upon thirty (30) days written notice to LESSEE, should LESSEE be in default hereunder other than default in the payment of rent, LESSOR may cure or correct the same and the cost of such action by LESSOR shall immediately become due and payable from LESSEE, together with late fees on said sum at a rate of twelve percent (12%) per annum, and the non-payment of said sum by LESSEE shall be adequate grounds for LESSOR to invoke the other remedies as provided in this Lease. C. Upon termination of this Lease for any reason, LESSEE shall immediately surrender the premises to the LESSOR in good condition and repair, ordinary wear and usage excepted; and LESSEE shall remove all of LESSEE'S personal property, trade fixtures, equipment or improvements removable by prior agreement with LESSOR from the premises and shall repair any damage to the premises caused by such removal. Any personal property of LESSEE, or anyone claiming under LESSEE, which shall remain upon the premises at the expiration or termination of this Lease shall be deemed to have been abandoned and may be retained by LESSOR as LESSOR'S property or disposed of by LESSOR in such manner as LESSOR sees fit without compensation to any party and any expense of said disposal will be paid by LESSEE. 21. INSOLVENCY In the event LESSEE is declared bankrupt by a court of competent jurisdiction or in the event LESSEE makes an assignment for the benefit of creditors, or if a receiver otherwise is appointed for LESSEE, or in the event LESSEE's leasehold estate is subjected to execution to satisfy any judgement against LESSEE, then in that event LESSOR may immediately or at any time thereafter without notice Filename: Lease#21Lawler 2011 9 or demand enter into and upon the premises or any part thereof and repossess the same and expel LESSEE or any person upon the premises and remove their effects, and thereupon this Lease and the tenancy hereby created shall absolutely terminate, without prejudice to any remedies which might otherwise be available to LESSOR for collection of past due or future rent. In the event of litigation to enforce the rights and obligations hereunder, venue shall lie in Yakima County Superior Court, and the prevailing party shall be entitled to its reasonable attorney fees in addition to court costs. To the extent required by law, LESSEE, for itself, its personal representative, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as follows: A. No person, on the grounds of race, color, religion, sex, 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. B. LESSEE agrees that in the construction of any improvements on, over or under Airport land and the furnishing of services thereon, no person, on the grounds of race, color, religion, sex, marital status, handicap, age or national origin, shall be unreasonably excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. C. LESSEE shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation, Subtitle 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. D. It is the policy of the Department of Transportation that minority business enterprise as defined in 49 CFR Part 23, i.e., firms owned and controlled by minorities; firms owned and controlled by women and firms owned and controlled by financially disadvantaged persons; shall have the maximum opportunity to participate in the performance of leases as defined in 49 CFR Section 23.5. Consequently, this Lease is subject to 49 CFR Part 23 as applicable. Filename: Lease#2/Lawler 2011 10 Lessee hereby assures that no person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. Lessee hereby assures that it will include the above clauses in all sub-leases and cause sub-lessees to similarly include clauses in further sub-leases. 24. INTEGRATION: This document embodies the entire Lease between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. Time is of the essence of this entire Lease. Filename: Lease#21Lawler 2011 LESSOR: YAKIMA AIR TERMINAL - McALLISTER FIELD 2400 W. Washington Avenue Yakima, Washington •8903 (509) 575-6149 – phone (509TM-6185 ""�r �L—ee Ne�m'-el­ Date STATE OF WASHINGTON County of Yakima I certify that I know or have satisfactory evidence that Carl Lee Remmel signed this instrument, on oath stated that he is authorized to execute this instrument and acknowledged it as the Manager 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/- Notary P Vic Appointment Expires LESSEE: PATRICK EDWIN LAWLER 3511 S Wiley Rd q=&SM, Date KR IS 6"""" 0 Z-41- A01( STATE OF WASHINGTON, County of Yakima I certify that I know or have satisfactory evidence that PATRICK EDWIN LAWLER signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Notary PuVc, ,4r - - Appointment Expires Filename: Lease#2/Lawler 2011 �' "%IJIM111 I C'5 4 0 GT 12 'fill# Exhibit "A" to Lease Agreement between F4 L ct t, and the Yakima Air Termi.nal, r- Lease Effective Date: 4o N dl 48(h Ave � So. 40" Ave i THIS LEASE, executed this _2::.=-day of k/b L/ , 2011, between the YAKIMA AIR TERMINAL — McALLISTER FIELD, an agency of the City of Yakima and County of Yakima, Washington, hereinafter referred to as "LESSOR," and PATRICK EDWIN LAWLER, a single man hereinafter referred to as "LESSEE ": WITNESSETH: WHEREAS, LESSOR operates the Yakima Air Terminal -- McAllister Field ("Airport"), under the authority granted by the Joint Operations Agreement signed by the City and County of Yakima, Washington dated July 1, 1932; and WHEREAS, LESSOR has approved property available for lease as provided by this Lease, and LESSEE desires to occupy and use such property in accordance with this Lease, NOW THEREFORE, in consideration of the mutual promises contained herein and the benefit to be derived by each party, the parties agree as follows: 'I. PREMISES: LESSOR does hereby lease and let unto LESSEE, and LESSEE does hereby lease and tape from LESSOR, approximately 29 acres (exhibit "A" ), 40 acres (exhibit "B ") 31 acres (exhibit "C) of grazing land including any buildings or improvements on said land in the City of Yakima, Yakima County, Washington, as that property is depicted on the drawing marked Exhibit "A" attached hereto and by this reference made a part hereof, together with the right of ingress to and egress from the leased premises and the public use areas/facilities used in connection therewith, over designated Airport property and roadways, subject to rules and regulations governing the use of the Airport and as the same may be promulgated by LESSOR from time to time. The LESSOR may, at any time hereafter, provide a legal description of the premises and such description shall become a part of this lease. To the extent the leasehold premises represents property owned by Congdon Development Company, LLC, the lease constitutes a sublease between YAT, as sublessor, and Lawler, as sublessee, and that notwithstanding any provision of the sublease to the contrary, it is made expressly subject to that certain Lease With Option To Purchase dated May 1, 2007 by and between Congdon Filename: Lease #31Lawler 2011 Development Company, LLC, as Lessor, and YAT, as Lessee, a copy of which is attached to the sublease, as Exhibit "D" RAIIIIIIIIIIIIII iZIN The tenancy created by this Lease shall commence on November 1't 2011, shall renew on a month -to- month basis effective January 1, 2012, or until terminated by either party, unless otherwise terminated as provided for herein. LESSOR reserves the right to terminate this lease at any time with 30 days advance notice. A. LESSEE promises and agrees to pay rent to LESSOR at the rate of $1,500 per quarter for the leased premises, paid in advance on or before the 1st day of the quarter. As used herein, "quarter" is defined as a three -month period beginning on January 1, April 1, July 1, or October 1. Payments shall be made to the Yakima Air Terminal - McAllister Field in care of the Airport Manager's office. Any rental payment past due shall accrue a delinquency charge of twelve percent (12 %) per annum. B. The lease rental rate as provided for above shall be subject to review and modification on every January and shall be set at a rate that equals the Exhibit "A" Congdon lease option to purchase rate. 4. TAXES AND LIENS: In addition to the rent payable above, LESSEE promises and agrees to pay, as the same become due and payable, all licenses, fees and taxes, including but not limited to the State leasehold excise, required to be paid by LESSEE by reason of this Lease and by reason of LESSEE's use and occupancy of the leased premises and by reason of LESSEE's construction or ownership of improvements to the leased premises. LESSEE shall neither suffer nor permit the attachment of any lien or other encumbrance on the leased premises by reason of LESSEE's occupancy thereof. LESSEE agrees to indemnify LESSOR and shall hold LESSOR harmless from any such taxes and liens. LESSEE agrees to use the leased premises only for grazing livestock. The use of the property for any other purpose not expressly approved by the LESSOR in writing shall be deemed a material breach of this Lease constituting grounds for its termination. Filename: Lease#3/Lawler 2011 2 LESSEE agrees not to place cattle feed areas in the runway approach areas and not to plant and grow grain type crops that attract birds and other wildlife. Agriculture operations have a potential for attracting birds and other wildlife which may pose a hazard to aircraft. If birds or other wildlife become a problem because of agriculture operations on the airport, LESSOR may initiate remedial action as required by FAR Part 139.337. 6. UTILITIES: LESSEE shall be responsible for all utility services including, but not limited to, power, natural gas, water, sewer, and garbage. LESSEE has made a full inspection of the premises, is fully aware of its condition except with respect to environmental conditions and accepts the premises on an "AS-IS" basis. LESSEE agrees to pay for any improvements, repairs and/or modifications necessary to the operation of LESSEE's business. 8. IMPROVEMENTS: LESSEE agrees to do all repair, remodeling, alterations, upkeep, and replacement of the leased premises and facilities therein at LESSEE's expense. All repair, remodeling, alterations, trade fixtures and improvements to the leased premises by LESSEE shall conform to applicable rules, regulations and codes, and LESSEE shall procure all building and other permits therefor. All repair, remodeling, alterations, trade fixtures and improvements shall be designed with a view toward aesthetic considerations and installation shall not commence until plans and specifications therefor have been submitted to and approved in writing by the Airport Manager, which approval shall not be unreasonably withheld. LESSOR makes no representation or guarantee as to the suitability of the leased area for construction of buildings, roads, ramps, etc., and is not responsible for the costs of excavation and/or removal of any object found either above or below ground level except for hazardous materials and archaeological artifacts existing prior to tenancy. Upon termination of this lease for any reason Lease, LESSOR may, at its option, either accept ownership of the improvements constructed or installed on the Filename: Lease#3/Lawler 2011 Premises, except for trade fixtures, or require LESSEE to remove such improvements within one hundred twenty (120) days of such termination. Such removal shall include removing the foundation, utilities and other land improvements and restoring the land to grade level, unless otherwise directed by LESSOR. LESSOR shall notify LESSEE of its intent within sixty (60) days of the cancellation or expiration. Prior to the expiration of this Lease, LESSEE shall remove all such trade fixtures and repair any damage to the premises caused by removal of trade fixtures to the reasonable satisfaction of the Airport Manager. Fixtures not removed within sixty (60) days after termination become the property of the LESSOR unless other arrangements have been previously approved in writing by the Airport Manager. Any fixtures or "junk" unusable by the LESSOR will be removed at the expense of the LESSEE. LESSEE shall, as additional consideration for grant of this Lease, insure that all liens, security interest and other encumbrances against said improvements and structures except those created or suffered by LESSOR, whether consensual or involuntary, shall be paid, discharged or satisfied prior to time for reversion thereof to LESSOR; and, in any event, the parties acknowledge that LESSOR shall not, by virtue of termination of the leasehold interest nor reversion of the structures or other improvements, be liable for any debt or encumbrance associated therewith, whether now existing or hereafter incurred, levied or attached. 10. CARE OF PROPERTY LESSEE agrees to remove all unsightly and noxious weeds now growing on the leased premises and prevent the growing of such weeds during the term of this Agreement. LESSEE is responsible for the maintenance of the leased premises and all improvements, existing and future, and shall do so in a good and responsible manner during the entire term of the Agreement. LESSEE further agrees to use all reasonable means to prevent hunting or fishing, including the posting of signs upon the leased premises, and to prevent any other use by any other person. LESSEE further agrees to keep all fences on the leased premises in good repair and to keep any livestock grazing upon the leased premises from straying off the leased premises. All such repairs shall maintain or improve the quality and usefulness of the fence compared to its quality and usefulness prior to the needed repair. LESSOR may at its option make necessary repairs to fences; however, LESSEE shall reimburse LESSOR for all expenses incurred by Filename: Lease#31Lawler 2011 4 LESSOR for repairs to fences if said repairs are necessary for airfield security and safety or, if LESSEE falls to keep the fences in good repair. 11. REGULATIONS: LESSEE agrees to comply with all applicable laws, ordinances, rules, regulations and policies of all governmental authorities having jurisdiction over the Airport, including policies adopted by LESSOR, as such laws, ordinances, rules, regulations and policies apply to the use and operation of Airport property, facilities and operations as those laws, ordinances, rules, regulations and policies now exist or may hereafter become effective. LESSEE further agrees to accept responsibility for not allowing unauthorized persons access to the Airport Operations Area (AOA). 12. SUBLETTING: LESSEE shall not sublet any part of the premises. 13. ASSIGNMENT: LESSEE shall not assign this Lease. No signs or other advertising matter or devices shall be used or displayed in or about the leased premises or upon any portion of the Yakima Air Terminal without the prior written approval of the Airport Manager. LESSEE shall post and maintain in legible condition NO TRESPASSING/NO HUNTING signs around the perimeter of the leased property and the distance between signs shall not be greater than 150 feet. A. The parties agree that LESSOR, through its Airport Manager or other person authorized by the Airport Manager, may enter upon the leased premises at any reasonable time to make such inspections as LESSOR may deem necessary to the proper enforcement of any term, provision or condition of this Lease. No such entry or inspection by LESSOR is required by this provision, and the failure of LESSOR to enter and make inspection shall not alter the relationship of the parties and their respective rights and duties provided by this Lease. LESSEE shall be granted the right of quiet enjoyment upon performance of all terms of this Lease. Filename: Lease#3/Lawler 2011 5 B. LESSOR may further develop or improve Airport property and facilities, regardless of the desire or views of LESSEE regarding any such development or improvement, and without interference or hindrance on the part of LESSEE and without liability to LESSEE, provided the operations of the LESSEE are not unreasonably interrupted. C. LESSOR reserves the right, but shall not be obligated to LESSEE, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of LESSEE in that regard, D. LESSOR reserves the right to take any action necessary or desirable by LESSOR to protect the operations of the Airport against obstruction, or any other activity interfering with the efficient operation of the Airport, together with the right to prevent LESSEE from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of the Airport Manager, would limit the usefulness of the Airport or constitute a hazard to aircraft. E. During time of war or national emergency, LESSOR shall have the right to lease the landing area or any part thereof to the United States of America for military use, and, if any such lease is executed, the provisions of this Lease shall be suspended insofar as they are inconsistent with the provisions of the lease agreement with the United States of America. F. This Lease shall be subordinate to the provisions of any existing or future agreement between LESSOR and the United States of America relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the Airport. G. If the leased premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease shall terminate as to such portion as may be taken. If the portion taken does not feasibly permit the continuation of the LESSEE's operations, LESSEE shall have the right to terminate this Lease, Such termination shall be effective as of the date LESSEE's operations cease. LESSEE shall be entitled to a portion of the award representing its interest in the premises. LESSOR shall be entitled to the remainder of the award. A. At no expense to LESSOR, LESSEE shall defend against and indemnify fully and save harmless the Board of the Yakima Air Terminal - McAllister Field, the Filename: Lease#31Lawler 2011 6 Yakima Air Terminal - McAllister Field, 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, judgements or decrees, made against the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima or Yakima County or their elected and appointed officials, employees and agents, including all expenses incidental to the investigation and defense thereof, including reasonable attorney fees, based on or arising from the occupancy or use of the leased premises by LESSEE or as a result of LESSEE'S operations at the Airport or from any other act or omission of LESSEE, its servants, employees, agents, invitees, independent contractors or any other entity, person, firm or corporation acting on behalf of LESSEE or under its direction, whether such claim shall be by LESSEE or a third party; 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. 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. B. LESSEE agrees to reimburse LESSOR for any damage to the premises caused by the occupancy of LESSEE, its employees, agents, servants, invitees, independent contractors or any other person acting on behalf of LESSEE or under its direction. C. LESSOR agrees to defend, indemnify and hold LESSEE harmless against and from any claim or liability arising from or alleged to arise from the presence of hazardous material or toxic waste on the subject leased premises at the inception of this Lease and the introduction to the premises of such materials due to LESSOR'S activities or under its control. D. LESSEE shall. keep and hold the Board of the Yakima Air Terminal - McAllister Field, the Yakima Air Terminal - McAllister Field, the City of Yakima 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 LESSEE resulting in any liability under the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the Clean Water Act, 42 U.S.C. 1251 et seq.; the Washington Environmental Policy Act, RCW Ch. 43.21C; the Washington Water Pollution Control Act, RCW Ch. 90.48; the Washington Hazardous Waste Management Act, RCW Ch. 70.105; the Washington Model Toxic Control Act, RCW Ch. 70.105D, and the regulations Filename: Lease#3/Lawler 2011 7 promulgated thereunder, or under any applicable local or state environmental ordinance, statute, law, rule or regulation. The provisions of this Sub-section shall survive the termination of this Lease. 17. INSURANCE: LESSEE shall file with LESSOR a certificate of insurance, or other proof of insurance acceptable to LESSOR, evidencing an insurance policy with the Yakima Air Terminal -McAllister Field, the City of Yakima and County of Yakima as additional insureds providing: Comprehensive general liability insurance coverage in amounts of not less than $1,000,000 Combined Single Limit for bodily injury and property damage covering LESSEE's occupancy of and activities pertaining to the leased premises. In the event of damage or destruction of Airport property caused by the LESSEE, its agents, employees, animals or equipment, LESSEE agrees to repair, reconstruct, or replace the affected property to the condition which existed prior to such damage or destruction, to the extent that same is not covered by insurance required under this Lease. LESSEE further agrees to cause such repair, reconstruction or replacement or affected property with due diligence. 19. DEFAULT, TERMINATION & FORFEITURE A. The failure by LESSEE to pay rent in the amounts and at the times specified herein, or the failure by LESSEE to otherwise comply with any term, provision or condition of this Lease, shall constitute grounds for termination of this Lease and forfeiture of all rent paid by LESSEE to the time of termination. This Lease and tenancy shall terminate and rent paid shall be forfeited for cause as specified above on written notice by LESSOR to LESSEE stating the amount of rent in default or otherwise stating accurately the manner in which LESSEE fails or has failed to comply with this Lease. LESSEE shall make full payment or otherwise comply with this Lease in the manner specified in the notice within thirty (30) days (except three (3) days for payment of rent) from LESSEE's receipt of such notice, otherwise this Lease and tenancy shall be terminated and rent forfeited. Such notice shall be given in writing and served on LESSEE by personal delivery or mailed by certified mail with return receipt requested addressed to LESSEE at its address stated below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing. It is further agreed that after receipt of notices and as an additional condition to avoid forfeiture, LESSEE shall Filename: Lease#3/Lawler 2011 8 pay LESSOR's costs and expenses, including attorneys fees, for the preparation and service of such notice. Nothing contained herein shall release or diminish LESSEE's obligation to pay rent for the full term of this Lease save such amount as LESSOR recovers as rent from any subsequent lessee during the term of this Lease. Notices shall be deemed received three (3) days after mailing to LESSEE at the address below LESSEE's signature to this Lease or such other address as the parties may advise each other in writing, B. As additional and not alternative remedy, optional with LESSOR and upon thirty (30) days written notice to LESSEE, should LESSEE be in default hereunder other than default in the payment of rent, LESSOR may cure or correct the same and the cost of such action by LESSOR shall immediately become due and payable from LESSEE, together with late fees on said sum at a rate of twelve percent (12%) per annum, and the non-payment of said sum by LESSEE shall be adequate grounds for LESSOR to invoke the other remedies as provided in this Lease. C. Upon termination of this Lease for any reason, LESSEE shall immediately surrender the premises to the LESSOR in good condition and repair, ordinary wear and usage excepted; and LESSEE shall remove all of LESSEE'S personal property, trade fixtures, equipment or improvements removable by prior agreement with LESSOR from the premises and shall repair any damage to the premises caused by such removal. Any personal property of LESSEE, or anyone claiming under LESSEE, which shall remain upon the premises at the expiration or termination of this Lease shall be deemed to have been abandoned and may be retained by LESSOR as LESSOR'S property or disposed of by LESSOR in such manner as LESSOR sees fit without compensation to any party and any expense of said disposal will be paid by LESSEE. 20. INSOLVENCY In the event LESSEE is declared bankrupt by a court of competent jurisdiction or in the event LESSEE makes an assignment for the benefit of creditors, or if a receiver otherwise is appointed for LESSEE, or in the event LESSEE's leasehold estate is subjected to execution to satisfy any judgement against LESSEE, then in that event LESSOR may immediately or at any time thereafter without notice or demand enter into and upon the premises or any part thereof and repossess the same and expel LESSEE or any person upon the premises and remove their effects, and thereupon this Lease and the tenancy hereby created shall absolutely terminate, without prejudice to any remedies which might otherwise be available to LESSOR for collection of past due or future rent. 21. VENUE, ATTORNEY FEES: Filename: Lease#3/Lawler 2011 9 In the event of litigation to enforce the rights and obligations hereunder, venue shall lie in Yakima County Superior Court, and the prevailing party shall be entitled to its reasonable attorney fees in addition to court costs. 22. NON-DISCRIMINATION CLAUSE: To the extent required by law, LESSEE, for itself, its personal representative, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as follows: A. No person, on the grounds of race, color, religion, sex, 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. B. LESSEE agrees that in the construction of any improvements on, over or under Airport land and the furnishing of services thereon, no person, on the grounds of race, color, religion, sex, marital status, handicap, age or national origin, shall be unreasonably excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. C. LESSEE shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49. Code of Federal Regulations, Department of Transportation, Subtitle 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. D. It is the policy of the Department of Transportation that minority business enterprise as defined in 49 CFR Part 23, i.e., firms owned and controlled by minorities; firms owned and controlled by women and firms owned and controlled by financially disadvantaged persons; shall have the maximum opportunity to participate in the performance of leases as defined in 49 CFR Section 23.5. Consequently, this Lease is subject to 49 CFR Part 23 as applicable. Lessee hereby assures that no person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. Filename: Lease#3/Lawler 2011 10 Lessee hereby assures that it will include the above clauses in all sub-leases and cause sub-lessees to similarly include clauses in further sub-leases. 23. INTEGRATION: This document embodies the entire Lease between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. Time is of the essence of this entire Lease. Filename: Lease#3/Lawler 2011 11 LESSOR: YAKIMA AIR TERMINAL - McALLISTER FIELD 2400 W. Washington Avenue Yakima, Washington 98903 (5Lart 6149 —phone ax C4p A LLAAA.-g- _ " ' , L Lee RemWel Dat 69111 County of Yakima I certify that I know or have satisfactory evidence that Carl Lee Remmel signed this instrument, on oath stated that he is authorized to execute this instrument and acknowledged it as the Manager 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, otary P040lic" Appointment Expires,,,// LESSEE: PATRICK EDWIN LAWLER 3511 S Wiley-R4d- Yakima;"VVA 98903 V ature'. C Phone I Date ' Mill STATE OF WASHINGTON, County of Yakima I certify that I know or have satisfactory evidence that PATRICK EDWIN LAWLER signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Notary Pulfic Or' Appointment Expires onend Filename: Lease#31Lawler2011 12 - M��Il --.- �Vxutvy N313 htq>-.Ilww,vv.yaidmp.comlservletleomesri.esrimp.EsriirapOname=Y*GISH&Cmd=Pr.intFrie Lxi„E,f � bto://www.yakimap.comlservleticomesri.esrimap.Esrimap?nme�--YakGISH&Cmd=PrintFrie... Of I F�JQMM I 'I-AO INA A 9��VUKJIWW I Of W 31 L 0 PARTIES: Congdon Development Company, LLC, a Washington limited liability company, hereinafter "Lessor," Yakima Air Terminal-McAllister Field, an agency of the City of Yakima and Yakima County, Washington, hereinafter "Lessee when referencing the entity, and the "Ai:tperV'when referencing its public function. RECITALS, Lessor owns certain vacant real property in close proximity to Lessee, being Yakima County Assessor's Paxcels 181334-44001, 181334-42002, and 181336-33001, comprising approximately 100.38 acres (the "Property"). The legal description for the Property is set forth on the attached Exhibit "N'. For several years Lessor and Lessee have been working in good faith towards a means by which Lessee could acquire the Property for utilization in conjunction with future development of the Airport, together with protection of land users and occupants from the inherent hazards of aviation. In order to provide Lessee the opportunity to obtain Federal Aviation Administration ('FAA!) approval and funding for this acquisition, the parties have agreed to enter into a landlord/tenant relationship with regard to the Property, granting Lessee the option of purchasing the Property during the lease term if, and when, FAA approval and funding is forthcoming, all in accordance with the terms and conditions set forth hereinbelow. NOW, THEREFORE, in consideration of the mutual rights and obligations contained herein, the parties agree as follows: 1. Description of Leased Property: The real estate situate in the County of Yakima, State of Washington, consisting of approximately 100,38 acres, more or less, and more particularly described on the attached Exhibit "A" attached hereto, shall be referred to herein as the "Property." 2. Term of Lease: TMs Lease shall commence on May 1, 2007, and, shall terminate at midnight on May 31, 2010, provided, however, that the Lease shall automatically renew for successive one-year terms, subject to the parties' rights to terminate as set forth in Paragraph 11, below. 3. Rent: Lessee shall pay to Lessor, as rent for the Property the sum of $5,000.00 per year payable on, or before, June 1 of each year during the lease, beginning June 1, 2007, for the 2007-08 lease year, provided, however, that the Lease price shall increase five percent (5%) per annum on each anniversary, May 1, of the Lease, commencing May 1, 2008. 4. Taxes, Assessments and Utilities- Lessee agrees to pay all real estate taxes and assessments levied against the Property, and Lessee agrees to pay for all utilities, water, and other services used on or in connection with the said Property, as well as all personal property taxes and other charges to Federal, State or Municipal governments or agencies, incurred in connection therewith, all of the same to be paid promptly when due. 5. Care and Maintenance of the Property: Lessee has inspected the property and accepts it in its present condition. Lessee shall not commit or permit waste, damage or injury to the Property. Lessee shall keep the grounds in good order and not let or permit any rubbish to be deposited upon it. Lessee shall make no alterations, additions or improvements in or to the Property without Lessor's prior written consent. F. Indemnity, ProveLt-y—fLiability Insurance: Lessee agrees to and shall defend, indemnify, and save Lessor harmless from any and all loss, liability and expense of any kind which may be incurred by reason of any accident, damage, or injury arising from or in any way growing out of the use, misuse, or neglect of the subject Property; provided that such indemnity shall not apply to any act of Lessor or negligence on the part of Lessor. Lessee shall promptly notify Lessor of casualties or accidents occurring on the Property. Lessee shall carry general liability insurance coverage with a minimum limit of $1,000,000 per occurrence, covering the Property, and including coverage for anyone injured on the Property. All liability insurance policies shall name Lessor as an additional insured and the property insurance shall name Lessor as the sole named insured and shall be with companies and with loss-payee clauses reasonably satisfactory to Lessor. Copies of all policies or certificates evidencing such insurance shall be delivered to Lessor by Lessee prior to Lessee's occupancy of the Property. All policies shall bear endorsements requiring thirty (30) days written notice to Lessor prior to any change or cancellation. 7. Hazardous Substances: Lessor hereby represents that to the best of Lessor's actual knowledge, the Property is not now contaminated with any hazardous substance and Lessor agrees to indemnify, defend and hold Lessee harmless from any and all loss, liability, damage, expense, injury and Claims of any sort whatsoever, involving directly or indirectly the presence on, or under, or the discharge or release from the Property of any hazardous substance occurring prior to the commencement date of this Lease. Lessee agrees that it shall not dispose of or otherwise allow the release of any hazardous substance in, on or under the Property, except that Lessee may during the term of this Lease bring onto and use on the Property those chemicals that are customarily used to control weeds and noxious plants, provided that all such chemicals are used and disposed of in a manner which fully complies with all applicable federal, state or local statutes, regulations, rules or ordinances now or hereafter in effect, including, but not limited to, Federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and the Washington Model Toxic Control Act, RCW Chapter 70.105D. Lessee acknowledges that it will be solely responsible for all costs and expenses related to the clean-up of hazardous materials on the premises resulting from Lessee's use or possession of the Property. The phrase "to the best of Lessor's actual knowledge" shall mean the actual knowledge of Clifford Adams. 8. Encumbrances - Liens: Lessor shall timely discharge any mortgages, encumbrances or other liabilities created by Lessor affecting the Property. Lessee shall not suffer or create any hens of any kind against the Property, 9. Assignment - Subletting, Lessee shall not assign or otherwise transfer any interest in this Lease or any part of the Property, without first obtaining Lessor's written consent which shall not be unreasonably withheld or delayed. No transfer shall relieve Lessee of any liability under this Lease notwithstanding Lessor's consent to such transfer. Consent to any transfer shall not operate as a waiver of the necessity for Lessor's consent to any subsequent transfer. In the event such approval is sought, Lessor also hereby notifies Lessee that the reason the below market rental rate of $5,000 per year, for over 100 acres, has been chosen is in the interest of allowing Lessee to pursue necessary approvals and funding sources during the lease term in order to purchase the Property, not to create an additional profit source for Lessee through assignment or subletting, Therefore, Lessor shall require, as a condition to assignment or subletting that rents in excess of $5,000 per year for any such assignment or subletting be assigned to Lessor. 10. ti on to Purchase: Provided that Lessee is not in default hereunder, during the Lease term Lessor hereby grants to Lessee the right and option to purchase the subject Property, under the following terms and conditions: 10.1 The Purchase Price shall be Two Mllion Seven Hundred Fifty Thousand Dollars ($2,750,000.00), payable all cash at closing, subject to adjustments as follows, and provided, that Lessor will agree to consider, in good faith, reasonable terms for an installment purchase offered by Lessee, at an interest rate mutually agreeable, over a term not to exceed five years. 10. 1. 1 The purchase price shall be increased three percent (3%) on each anniversary, May 1, of the Lease, commencing May 1, 2008. 10.1.2 The purchase price shall be increased by the "value. added" for the extension of any sewer, water, or other utilities to the Property or for any improvements made to the Property, not made by Lessee, between the effective date of this agreement and the closing date. If the parties are unable to agree upon the "value-added" for any such utilities or improvements, the increase in the purchase price shall be determined by appraisal. Lessee shall first submit its figure for value-added to Lessor from its appraiser, and if Lessor disagrees it shall obtain its own appraisal, the two appraisers chosen by the parties shall select a third appraiser who shall also calculate the valve-added, and the party coming closest to the third appraiser shall prevail with respect to its determination of value-added, and the non-prevailing party shall also be responsible for payment of the third appraisers fee. In the event Lessee gives notice of its intent to purchase hereunder it shall, at the same time, deliver its appraisers calculation of the "value- added ", and Lessor shall notify Lessee within fifteen (16) days whether it accepts Lessee's figure. 10,2 As a condition for the exercise of Lessee's option to purchase hereunder, Lessee shall diligently pursue all reasonably necessary approvals and financing means to purchase the Property within the Lease term, or any extension thereof, shall give the attainment of all such approvals its highest priority in terms of land acquisitions, and shall submit semi- annual written progress reports to Lessor, beginning June 1, 2007, with regard to steps taken, and to be taken, to secure such approvals, and a timetable for their completion. In the event Lessee should reasonably determine during the Lease term that it will be unable to procure the necessary approvals and/or financing for acquisition of the Property, it shall provide written notice thereof to Lessor, in which event either party may treat such notice as grounds for immediate termination of the Lease under Paragraph 11. 10.3 To exercise the purchase option, Lessee shall notify Lessor in writing, within forty-five (45) days of the intended closing date, whereupon Lessor shall immediately apply for a preliminary commitment for an ALTA Standard Form Owners Policy with a mutually agreeable title company. Said preliminary commitment and the title policy to be issued shall contain no exception other than those provided for in said standard form and conveyance shall be by Statutory Warranty Deed. Closing shall occur at the mutually agreed upon title company, dosing costs to be apportioned between the parties as is the custom in Yakima County, Washington, with Lessor paying for the standard policy of title insurance, real estate excise tax due on the transaction, and any additional costs or taxes that may be due should the property be removed from Open Space, or similar classification. 10.4 Lessee's option to purchase shall not preclude Lessor from negotiating purchase and sale of the subject Property with other parties. If Lessor receives a written offer to purchase during the Lease term, or any extension thereof, and before receipt of notice of Lessee's exercise of its option rights, which Lessor wishes to accept, it shall give Lessee thirty (30) days written notice of Lessors intent to accept, within which time Lessee may give notice of its exercise of its option to purchase under the terms set forth hereinabove. If Lessee fails to give such notice, or closing thereon does not occur within forty-five (45) days thereof, through no fault of Lessor, then Lessor shall be permitted to complete closing on the third party offer, provided such closing occurs within ninety (90) days of Lessors notification to Lessee of its intent to accept such offer. Upon any such third party sale, this Lease shall terminate, and Lessee and any persons deriving rights or interests in the Property through Lessee shall be required to immediately vacate and surrender possession of the Property to Lessor. Notwithstanding the foregoing, this subsection 10.4 shall not be exercisable by Lessor prior to October 1, 2008, in order to provide Lessee with reasonable time to seek financing to purchase the Property. M Default - Cancellation Righ . Lessor may cancel this lease for any breach of the terms hereof by giving Lessee thirty (30) days within which to cure the breach or default following written notice of the breach or default claimed by Lessor. The parties may also cancel the lease by providing written notice to the other party of intent to terminate the Lease at the end of the then current term, or extension thereof, with such notice to be delivered not less than ninety (90) days prior to the end of the then current term, provided, however, that should Lessee reasonably determine during the Lease term that it will be unable to procure necessary approvals and/or financing for acquisition of the Property, providing written notice thereof to Lessor, pursuant to Subparagraph 10.2 above, then either party may treat such notice as grounds fax immediate termination of the Lease. Upon cancellation, Lessee and any persons deriving rights or interests in the Property through Lessee shall immediately vacate and surrender possession of the Property to Lessor. 12. Inspection: Lessor and its authorized representatives shall have the right to enter upon the Property at all reasonable times for Purposes of inspection, 13, Notices: All notices required under this Lease to be given to either party shall be effective if mailed by certified mail, return receipt requested, postage pre-paid, and properly addressed to the parties at the address shown below their signature lines hereto or as the sa3,ne may be changed from time to time upon written notice to the other party. Such notices shall be effective as of the date of mailing, as evidenced by the official United States Post Office date and time stamp on the said return receipt. 1155 Camino Vallecito Lafayette, CA 94563 To Lessee: Yakima Air Terminal McAllister Field 2400 W. Washington Ave. Attn: Clifford Adams Yakima, WA 98903 Attn: General Manager With a copy to: Michael F. Shinn 1433 Lakeside Ct., Suite 100 Yakima, WA 98902 14. No Waiver: No waiver of any term, condition, default, or breach of this Lease shall be effective unless in writing and executed by the party making such waiver; and no such waiver shall operate as a waiver of such term, condition, or default on any other occasion, or any other term, condition, or default of this Agreement. No delay or failure to enforce any provision of this Lease shall operate as a waiver of such provision or any other provision herein or in any document related hereto. 15. Binding Effect: This Lease and the terms, covenants, benefits, and duties set forth herein shall inure to the benefit of and be binding upon the parties, their permitted heirs, successors, and assigns. 16. Attorney Fees and Venue: In the event any legal action is instituted through an attorney by either party to enforce the terms of this Lease, the prevailing party therein, in addition to the costs allowed by law, shall recover a reasonable sum as attorneys' fees, all of which the other party agrees to pay. The venue of any such couit action shall he in Yakima County Superior Court, Yakima County, Washington. Each of the parties will pay their own legal and other fees and expenses incurred incident to the review and preparation of this Lease and for any sale that may ultimately occur hereunder, 17. No Brokerage Fees: Each of the parties represents to the other that there are no brokerage or finder's fees payable in connection with this transaction, EXECUTED this day of LESSEE: YAKIMA AIR TERMINAL-McALLISTER FIELD William Wheeler, Board Chairman CONGDON DEVELOPMENT COMPANY, LLC By Congdon Orchards, Inc., Manager 6Z42- &&�� BY: CJWf9S. A ams, Chairman and CEO STATE OF WASHINGTON ) County of Yakima I certify that I know or have satisfactory evidence that William Wheeler, is the person described in and who is the Chairman of YAKIMA AIR TERMINAL- McALLISTER FIELD, the agency that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said agency, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the same instrument-on behalf of the corporation. T day of S(? 0 2007, Given under my hand and official seal this C NOTAR j C in and for the State '�1011111111011 30 of WVTafshVggton,, residing atIOP74 1"Al- OTA MY Comm am,", 4 M7 l My commission Expires: I I/ STATE OF WASHINGTON County of Yakima I certify that I know or have satisfactory evidence that CLIFFORD S. ADAMS, is the person who appeared before me and is the Chairman and CEO of CONGDON ORCHARDS, INC., Manager of CONGDON DEVELOPMENT COMPANY, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the same instrument on behalf of said corporation and said corporation is authorized to execute the same on behalf of the limited liability company, Given under my hand and official seal STATE OF WASHINGTON MICHAEL F. SHINN . STATE PUBLIC COMMISSION F COMMISSION EXPIRES FEBRUARY 12, 2009 fa �Arl Exhibit "A" (181834-44001) The Southeast 1/4 of the Southeast 11 of Section 34, Township 13 North, Range 18 E.W.M., records of Yakima County, Washington. (181334-42002) The Northwest Y4 of the Southeast '1/4 of Section 34, Township 13, Range 18 E.W.M., records of Yakima County, Washington; EXCEPT the East 20 feet deeded to Yakima County by deed recorded in Volume 358 of Deeds, under Auditor's File Number 955489; AND EXCEPT beginning at the Northwest corner of the Northwest '/4 of the Southeast % of Section 34, Township 13 North, Range 18 E.W.M.; thence easterly along the North line of said subdivision 1,320 feet more or less to the Northeast corner of the Northwest -1/4 of the Southeast % of Section 34, Township 13 North, Range 18 E,W.M.; thence southerly along the easterly line of said subdivision, 511.03 feet; thence North 70 °03' hest 1,402.4 feet, more or less, to the westerly line of said subdivision; thence northerly along the westerly line of said subdivision 37.1 feet, more or less, to the Point of Beginning. (181335-33001) Beginning at the Northeast corner of the West % of the Southeast 4 of the Southwest % of Section 36, Township 13 North, Range 18 E.W.M., records of Yakima County, Washington; thence South 87 feet; thence southwesterly to a point 95 feet North of the Southwest corner of the section; thence North to the Northwest corner of the Southwest 11 of the Southwest 1/4; thence East to the Beginning; EXCEPT beginning 300 feet West of the Northeast corner of the Southwest 11 of the Southwest %; thence South 70'03' East 740 feet, more or less, to the northwesterly line of the Municipal Airport; thence northeasterly along said property line to a point 87 feet South of said subdivision; thence North 87 feet; thence West to the Point of Beginning.