EXHIBIT 10.22
AIRSPACE LEASE
DESCRIPTION: (Exhibit "A") Beginning at Highway Engineers Station 339+37.5
hereinafter called H.E.S.) on the Center Line of SR 99,
thence Easterly 58 feet to the true point of beginning,
thence Easterly 42 feet, thence Northerly 705 feet parallel
to said Center Line, thence Westerly 42 feet, thence
Southerly 705 feet parallel to said Center Line to the true
point of beginning.
LEASED DATED: July 10, 1980 COMMENCING: 9/12/80 TERMINATING: 9/11/85
LESSEE: Sea Tac Properties, Ltd., a limited partnership
and Xxxxxx Industries, a California corporation
LESSOR: Washington State Department of Transportation
TERM: 5 years 0 months*
*after first 5 years, term will convert to a month to month
tenancy
OPTION TO
TERMINATE: Within the first 5 year term: Lessor may terminate with 90
days notice
After the first 5 year term: Either party may terminate with
90 days notice
RENT: $528.00/month plus WA State Leasehold Excise Tax =
$591.36-----.* Rent is due on or before the 15th of each
-------
month, if payment is not postmarked 10 days of due date,
there will be a late charge of 1% of amount due plus $25 may
be added to the amount due. An additional charge of 1% will
be added for each additional month the amount goes unpaid.
USE: Parking of operable vehicles & landscaping; signs are subject
to approval of Lessor. Use is subject to all regulations of
Department of Transportation. All construction plans and/or
changes thereof are subject to Lessor approval.
TRAFFIC GATES: Have been installed without prior approval of WSDOT & if they
prove to be a traffic problem, Lessee will remove without
cost to WSDOT.
TAXES: Lessee to pay all taxes & assessments assumed by Lessee & all
taxes which may become a lien on the interest of the Lessee,
& all taxes levied or imposed upon the interest of Lessee or
by reason of the Lease.
INSURANCE: Lessee to obtain insurance policies naming Lessor as an
insured; copies of all policies to be provided to Lessor &
such policies shall not be cancellable except on 30 days
written notice.
HOLD
HARMLESS: Lessee shall hold Lessor harmless from any and all claims.
NON-
DISCRIMINATION: Lessee agrees not to discriminate against any person on the
grounds of race, color, creed, national origin.....
ASSIGNMENT: Lessee will not assign Lease or sublet premises without
consent of Lessor & Federal Highway Administration.
TERMINATION: If Lessee is in default under this Lease, Lessor shall have
the option of giving notice of its intent to terminate. If,
after 30 days from notice being given, default(s) remain
unremedied, this Lease shall terminate. However, Lessor may,
at his option, extend the termination period.
See Clause TERMINATION & EXTENSION for specifics.
MAILING ADDRESSES: Lessor: Lessee:
------- -------
Department of Transportation Sea Tac Office Center
Land Management Section X.X. Xxx 00000
0000 Xxxxxx Xxx. Xx. E-81410 Xxxxxxx, XX 00000
Xxxxxxx, XX 00000
*RENT ADJUSTMENTS: No rent adjustments will be made prior to July 10, 1983;
subsequent adjustments will not be made more frequently than
at 3-year intervals
Approved by: [Signature] date 10/23/80
------------------------ ----------
Prepared by: [Signature] date
------------------------ ----------
Distribution:
JBK, JR. Xxx Xxxxxxx
RFF file
Xxxxxx Xxxxxx
AA-1-07504
A I R S P A C E L E A S E
- - - - - - - - - - - - -
THIS LEASE made and entered into this 10th day of July, 1980, between the
WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, hereinafter called the "Lessor"
and SEA/TAC PROPERTIES, LTD., a Limited Partnership, and XXXXXX INDUSTRIES, a
California Corporation, hereinafter collectively called the "Lessee";
WHEREAS, the land and premises to be leased are not presently needed
exclusively for highway purposes: AND WHEREAS the Department of Transportation
is granted authority to lease property under RCW 47.12.120: AND WHEREAS, the
Lessor and Lessee deem it to be in the best public interest to enter into this
lease;
NOW THEREFORE, in consideration of the terms, conditions, covenants and
performances contained herein, IT IS MUTUALLY AGREED THAT:
The Lessor does hereby lease to the Lessee the premises described in
Exhibit "A" attached hereto and by this reference incorporated herein.
TERM. The Term of this lease shall be Five (5) years and thereafter revert
----
to a month to month tenancy commencing on the date of execution of this lease by
the State.
Within the five year term, the Lessor reserves the right to terminate this
lease with ninety (90) days written notice to the Lessee without cost to Lessor
should the premises be needed for any future highway purposes. After the Five
year term the lease may be cancelled on 90 days notice by either party.
In the event that this lease is terminated by the state for public use or
convenience, the Lessee shall not be entitled to any payment or compensation by
reason of such termination. Provided, that the Lessee shall be entitled to a
return of rental payment based upon rent paid beyond the effective cancellation
date. Furthermore, such leased premises shall not be considered as part of or as
contributing to the use of any adjoining or other properties owned, used or
controlled by the Lessee in the event such other property or property rights of
the Lessee are subject to condemnation subsequent to the execution of this
lease.
RENT. Rent for the premises shall be paid to Lessor on or before the 1st
----
day of each calendar month during the entire term of this lease at the rate of
$528.00 per month PLUS WASHINGTON STATE LEASEHOLD EXCISE TAX WHEN APPLICABLE,
payable at the address designated by the Lessor.
RENT ADJUSTMENTS. No rent adjustment shall be made prior to three (3)
----------------
years from the date of this agreement, and subsequent adjustments shall not be
made more frequently than at three (3) year intervals. Rent adjustments shall
reflect changes in comparable rents and shall be made in the following manner:
a. The Lessor shall give written notice to the Lessee that a rent
adjustment is being made. This notice shall include the amount of the
adjusted rental rate and the date the new rate is to become effective.
When a rental rate is agreed upon by the Lessor and Lessee, both
parties shall execute an amendment to this lease reflecting the new
rental rate.
b. If the Lessee does not agree with the Lessor's determination of
economic rent, the Lessee at his expense may secure a survey of
comparable rents from an appraiser having at least three (3) years
experience as an appraiser of commercial property in Washington State.
c. In making the rental appraisals the appraisal shall utilize land
rental comparables reflecting a highest and best use similar to that
of the property provided by the Lessor.
d. If an agreement is then not reached, an arbitration board shall be
created as follows:
(1) The Lessor and Lessee shall each appoint an arbitrator of his
choice.
(2) The two arbitrators shall appoint a mutually acceptable third
arbitrator.
(3) The arbitration board shall then establish the rental rate based
upon an evaluation of the information provided by both parties.
(4) The decision of the board of arbitration shall be binding and
final.
(5) The cost of such arbitration shall be equally shared by the
Lessor and Lessee.
(6) The new rental rate shall be retroactive to the effective date
set forth in the notice required by subparagraph (a) above.
CHARGE FOR LATE PAYMENT. If any payment of rent or if any other sum due
-----------------------
Lessor is not received by Lessor or postmarked within ten days after the due
date, a late charge of one percent (1%) of the amount due and unpaid plus $25
may be added to the amount due
and the total sum shall become immediately due and payable to Lessor. An
additional charge of one percent shall be added for each additional month that
this amount goes unpaid.
Lessor and Lessee agree that such late charges represent a fair and
reasonable estimate of the costs incurred by Lessor by reason of late payment.
Acceptance of late payment charges and/or any portion of the overdue payment by
Lessor shall in no event constitute a waiver of Lessee's default with respect to
such overdue payment, nor prevent Lessor from exercising any other rights and
remedies granted in this lease.
USE OF PREMISES. In using these premises, the Lessee shall comply with
---------------
all policies and regulations heretofore or hereafter promulgated by the
Department of Transportation relative to the location, operation and maintenance
of facilities located on the property herein described. Direct access to ramps
or traveled lanes of limited access highways is not permitted. All construction
plans and any changes thereof are subject to approval by the Lessor and must
comply with applicable State and Local ordinances, regulations and environmental
requirements. The use of said premises shall be such that no hazardous or
unreasonably objectionable smoke, fumes, vapor, odors, or discharge of any kind
shall be permitted to rise above the grade line of the highway facility.
Flammable materials including but not limited to petroleum products, paint and
resins may not be stored on the site without the express permission of Lessor.
No use other than parking of operable vehicles and landscaping shall be
permitted without the prior written approval of the Lessor. Signs where
permitted are subject to prior review and approval as elsewhere required in this
agreement. The Lessee shall perform or cause to be performed at his expense all
maintenance of the premises which will include, but not be limited to, keeping
the premises in good condition, both as to safety and appearance to the
satisfaction of the Lessor.
Electric ingress and egress gates have already been installed by the Lessee
without prior written approval of WSDOT. If these gates prove to be a traffic
problem, they will have to be removed
without cost to WSDOT.
TAXES. The Lessee agrees to pay all taxes and assessments which are
-----
assumed by him, if any, and all taxes which may hereafter become a lien on the
interest of the Lessee, and also all taxes which may hereafter be levied or
imposed upon the interest of the Lessee or by reason of this agreement.
LESSOR'S APPROVAL OF DESIGN AND CONSTRUCTION. The Lessee covenants that any
--------------------------------------------
improvements to be constructed on the premises will not at any time during or
after construction either damage, threaten to damage or otherwise adversely
affect any part or element of the highway facility or operation thereof. The
Lessor and the Federal Highway administration shall be furnished with copies of
all plans and specifications and revisions thereto for all improvements
including signs proposed to be placed on the premises, and no work shall be done
without prior written approval by the Lessor and the Federal Highway
Administration. All construction work shall be done in conformity with the plans
and specifications as approved. The Lessor may take any action reasonably
necessary, including directing that work be temporarily stopped or that
additional work be done, to insure observation of the plans and specifications,
protection of all parts and elements of the highway facility and compliance with
Lessor's construction and safety standards. The improvements shall be designed
and constructed in a manner which will permit access to the highway facility for
the purpose of inspection, maintenance, and construction when necessary.
LESSOR'S RIGHT OF ENTRY AND INSPECTION. The Lessor, for itself and for the
--------------------------------------
Federal Highway Administration, reserves the right to enter upon the premises
at any time without notice to the Lessee for the purpose of inspection,
maintenance, construction or reconstruction of the highway facility or any
element thereof. Any loss of the use of the leased premises due to the Lessor's
exercise of such right will be compensated for solely by pro rata reduction of
rent. The Lessor shall in no way be responsible for any incidental or
consequential damages due to such action. The Lessor and the Federal Highway
Administration my from time to time go
upon the premises for the purpose of inspecting any excavation, construction or
maintenance work being done by the Lessee. Entry upon the premises for any other
purpose by the Lessor and the Federal Highway Administration shall be conducted
with reasonable notice to the Lessee and during the hours of 8:00 a.m. to 5:00
p.m.
INSURANCE. At his expense, the Lessee shall keep the premises and
---------
improvements thereon continuously insured throughout the term of this lease by
an insurer licensed to conduct business in the State of Washington against
claims for personal injury or property damage. The insurance shall be in amounts
of not less than $100,000.00 to indemnify against the claim of any one person,
and in an aggregate amount of not less than $300,000.00 to indemnify against
claims of two or more persons resulting from any one incident. Lessee shall
acquire property damage insurance in an amount of $100,000.00. The insurance
policies required by this paragraph shall name Lessor as one of the insured
thereon, and copies of all such policies shall be provided to Lessor, and such
policies shall not be cancellable except on thirty (30) days written notice to
Lessor.
NON-LIABILITY OF LESSOR. The Lessee shall indemnify and hold the Lessor
-----------------------
harmless from any and all claims including attorneys fees, damages, suits, and
expenses of whatsoever kind or nature on account of injuries to or death of any
person or persons and damage to property arising in whose or in part from the
use or occupancy of the leased premises by the Lessee or the activities
conducted upon the premises by the Lessee, its contractors, subcontractors,
agents, employees, patrons, guests and invitees.
The Lessee further agrees to accept and defend all such claims, damages and
suits for injuries to or death of any person or persons or damage to property
arising in whole or in part out of the use or occupancy of the leased premises
at its own expense in the name of and on behalf of the Lessor.
NON-DISCRIMINATION. The Lessee, for itself, its successors, and assigns as
------------------
a part of the consideration hereof, does hereby covenant and agree, as a
covenant running with the land, that no person, on the grounds of race, color,
creed, national origin,
marital status, age, sex or the presence of any sensory, mental or physical
handicap shall be excluded from participation in, be denied the benefits of, or
be otherwise unlawfully subjected to discrimination in the use of the facility
now or hereafter on the premises, that in connection with the construction of
any improvements on said lands and the furnishing of services thereon, no such
discrimination shall be practiced in the selection of employees or contractors,
or by contractors in the selection and retention of their subcontractors, that
such discrimination shall not be practiced against the public in their access to
and use of the facility and services provided for public accommodation
constructed or operated on, over, or under the space of the right of way, and
that the Lessee shall use the premises in compliance with all other requirements
imposed pursuant to the Revised Code of Washington Chapter 49.60 and Title 49,
Code of Federal Regulations, Subtitle A, Office of the Secretary of
Transportation, Part 21 (49 C.F.R. Part 21), and as said Regulations may be
amended. The breach of any of the above nondiscrimination covenants shall be a
material act of default entitling the Lessor to terminate this lease in
accordance with the procedures set forth herein.
PROHIBITION OF ASSIGNMENT. IT IS AGREED that the Lessee will not, in whole
-------------------------
or in part, assign this agreement or sublease the premises without prior written
consent of the Lessor and the Federal Highway Administration.
The Lessee hereby covenants that he is acting as principal for himself, and
not as an agent for any undisclosed principal.
DEFAULT, TERMINATION OR ABANDONMENT. (a) Notice of Default: At any time
----------------------------------- -----------------
after the occurrence of a default or defaults under this lease and while any
such default remains unremedied, the Lessor shall have the option of giving
notice in writing of its intention to terminate this lease by personal service
upon, or by written notice directed to the Lessee. Such notice of intention to
terminate shall specify the default or defaults then outstanding. Waiver or
acceptance of any default of the terms of this agreement by the Lessor shall not
operate to release the Lessee of the responsibility for any prior or subsequent
default. (b)
Termination and Extension: After the expiration of thirty (30) days from the
-------------------------
giving of such notice in the case of default, if one or more defaults described
in such notice then remains unremedied, this lease shall terminate without
further notice and all right of the Lessee shall cease. The Lessor may in
writing, at his option, extend the above period, if in the judgment of the
Lessor, an extension is justified. (c) Assignment for Benefit of Creditors,
------------------------------------
Insolvency, or Bankruptcy: Appointment of a receiver to take possession of the
-------------------------
Lessee's assets, the Lessee's general assignment for benefit of creditors, or
the Lessee's insolvency or taking or suffering action under the Bankruptcy Act
is a breach of this lease and this lease shall terminate. (d) Performance by
--------------
Lessor: if the Lessee defaults in the performance or observation of any covenant
------
or agreement contained in this lease, the Lessor, without notice if deemed by
the Lessor that an emergency exists (endangerment of life or the highway
facility or failure of the Lessee timely to obtain any insurance or to pay any
taxes due is presumed to be an emergency), may direct the Lessee to stop work
and may itself perform or cause to be performed such covenant or agreement and
may enter upon the premises for such purpose. The Lessee shall repay to the
Lessor upon demand the entire cost and expense of such performance by the
Lessor. Any act or thing done by Lessor under the provisions of this Paragraph
shall not be or be construed as a waiver of any agreement or condition herein
contained or the performance thereof. (e) Disposition of Improvements: Upon
---------------------------
termination of this lease under any provision thereof, the improvements
constructed on the leased premises shall become the property of the Lessor or,
at the option of the Lessor, may be removed by the Lessee at his expense in a
manner prescribed by the Lessor. (f) Restoration of Grades and Fences: On
--------------------------------
termination of this lease for any reason, Lessee agrees, if so directed by
Lessor to restore grades and on limited access highways also to relocate fences
to their configurations prior to Lessee's occupancy. This work is to be done at
Lessee's expense to the satisfaction of the Lessor. (g) Abandonment: In the
-----------
event that it becomes apparent in the Lessor's sole judgment that the premises
have ceased to be used or have been abandoned for a continuous period of sixty
(60) days, the Lessor at its option, shall have the right to terminate this
lease, provided due notice of termination shall be given the Lessee not less
than thirty (30) days prior to the proposed termination date.
NOTICES. Wherever in this lease written notices are to be given or made,
-------
they will be sent by certified mail addressed to the parties at the address
listed below unless a different address shall be designated in writing and
delivered to the other party.
LESSOR: DEPT. OF TRANSPORTATION
LAND MANAGEMENT SECTION
0000 Xxxxxx Xxx. Xx. X-00000
Seattle, Wa. 98108
LESSEE: Xxx-Xxx Xxxxxx Xxxxxx
X.X. Xxx 00000
Xxxxxxx, Xx. 00000
SEP 12 1980
-----------------------------------
Date
XXXXXX INDUSTRIES
By: [Signature] WASHINGTON STATE,
------------------------------ DEPARTMENT OF TRANSPORTATION
Lessee
SEA/TAC PROPERTIES, LTD.
By: [Signature] By: [Signature]
------------------------------ -------------------------------
General Partner State Design Engineer
APPROVED AS TO FORM
August 5 1980
----------------------------- --
By: [Signature]
------------------------------
Assistant Attorney General
PARTNERSHIP ACKNOWLEDGMENT
--------------------------
STATE OF CALIFORNIA )
) S.
COUNTY OF LOS ANGELES )
On July 29, 1980, before me, the undersigned, a Notary Public in and for
said State, personally appeared XXXX X. XXXXXX, known to me to be the General
Partner of Sea/Tac Properties, Ltd., the partnership that executed the within
Instrument, and acknowledged to me that such partnership executed the same.
WITNESS my hand and official seal.
/s/ Xxxxx X. Xxxxxxxxxx
------------------------------
[SEAL OF XXXXX X. XXXXXXXXXX] Notary Public in and for said
State and County
STATE AGENCY ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS.
COUNTY OF XXXXXXXX )
--------
On this 12th day of September, 1980 before me personally appeared A. D. Andreas
---- --------- --
to me known to be the duly appointed State Design Engineer for the Washington
State Department of Transportation and that he executed the within and foregoing
instrument and acknowledged the said instrument to be the free and voluntary act
and deed of said State of Washington, for the uses and purposes therein set
forth, and on oath states that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the 12th day of September, 1980.
---- ---------------
[Signature]
------------------------------
Notary Public in and for the
State of Washington, residing
at Olympia, Washington
-------
I.C. #1-A-03403
AA-1-07504
[TICOR LOGO]
TO 1945 CA (8-74)
(CORPORATION)
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
-----------
On July 29, 1980 before me, the undersigned, a Notary Public in and for said
-------------
State, personally appeared XXXX X. XXXXXX, XX. known to me to be the Vice
------------------- ----
President, of the corporation that executed the within Instrument, known to me
to be the persons who executed the within Instrument on behalf of the
corporation therein named, and acknowledged to me that such corporation executed
the within instrument pursuant to its by-laws or a resolution of its board of
directors.
WITNESS my hand and official seal. [SEAL OF XXXXX X. XXXXXXXXXX]
Signature /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
E X H I B I T "A"
Beginning at Highway Engineer's Station 339+37.5 (Hereinafter called H.E.S.) on
the Center Line of SR 99, thence Easterly 58 feet to the true point of
beginning, thence Easterly 42 feet, thence Northerly 705 feet parallel to said
Center Line, thence Westerly 42 feet, thence Southerly 705 feet parallel to said
Center Line to the true point of beginning.
-11-
[MAP T.23N. R.4E. X.X. APPEARS HERE]
-12-
