6d attach 1
Item Number: 6d Attach 1 Date of Meeting: November 5 2013 FedEx Lease No. 90-0761 SEAR / Seattle, WA THIRTEENTH AMENDMENT TO AIR CARGO BUILDING SITE LEASE AGREEMENT THIS THIRTEENTH AMENDMENT to Air Cargo Building Site Lease Agreement (the "Thirteenth Amendment") is entered into as of the Es day of , 2013, by and between the PORT OF SEATTLE, a Washington municipal corporation, (herein the "Port") and FEDERAL EXPRESS CORPORATION, a Delaware corporation (herein "Airline"). WITNESSETH: WHEREAS, the Port and Airline, as successor in interest to The Flying Tiger Line, Inc., are parties to that certain Air Cargo Building Site Lease Agreement dated March 26, 1974 (the "Original Lease"), as subsequently amended by those certain amendments dated November 11, 1980 (the "First Amendment"), July 24, 1984 (the "Second Amendment"), January 3, 1987 (the "Third Amendment"), June 26, 1990 (the "Fouith Amendment"), September 30, 1994 (the "Fifth Amendment"), December 10, 1996 (the "Sixth Amendment"), October 27, 1998 (the "Seventh Amendment"), October 22, 2001 (the "Eighth Amendment"), December 28, 2005 (the "Ninth Amendment"), December 1, 2006 (the "Tenth Amendment" June 1, 2009 , (the "Eleventh Amendment"), and December 1, 2010 (the "Twelfth Amendment") (the Original Lease and all amendments thereto are herein collectively referred to as the "Lease"), covering Airline's occupancy of ceitain described Premises at the Seattle-Tacoma International Ailport for an air cargo building and other activities incident thereto; and WHEREAS, Airline desires to extend the term (the "Term") of the Lease; and WHEREAS, the Port has agreed to extend the Term of the Lease, subject to the conditions outlined below. NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: 1. Paragraph 2 (Term) of the Lease is deleted in its entirety and replaced by the following: The Term of the Lease shall be for a period of ftyve (55) years commencing January 1, 1974 and ending on December 31, 2028, unless otherwise terminated in accordance with the provisions of the Lease. 2. Effective October 1,2013, the Premises description shall be revised to add a new Parcel 1 (also referred to in this Lease Amendment as the "Parcel J Premises") consisting of approximately 60,001 square feet improved as an aircraft parking hardstand. The revised Premises includes Parcel A, Parcel F, Parcel H, Parcel I, and Parcel J and are legally described and depicted in Exhibit A-7, attached hereto and iiiCinorated herein by this Page 1 of 7 reference. Accordingly, all references to Exhibit A6 in the Lease shall be deemed to refer to Exhibit A7 hereafter. 3. Commencing on October 1, 2013, Airline shall pay a monthly rental for the Premises in the sum of EIGHTY-FOUR THOUSAND THREE HUNDRED SEVENTY DOLLARS AND FIFTY CENTS ($84,370.50), computed as follows: Parcel A: 475,927 sf. @ $1.28/s.f./yr. = $609,186.56/yr. + 12 = $50,765.55/mo. Parcel F: 2,250 sf. @ $1.28/s.f./yr. = $2,880/yr. + 12 = $240.00/mo. Parcel H: 54,072 sf. @ $1.28/s.f./yr. = $69,212.16/yr. + 12 = $5,767.68/mo. Parcel H Asphalt/Concrete Improvements Aircraft Parking Hardstand: 54,072 sf. @ $2.12/s.f./yr.=$114,632.64/yr.+12= $9,552.72/mo. (This portion of the monthly rental shall expire November 30, 2026, as Airline will have completely paid back the Pmt's investment in these improvements) Parcel I: 60,296 s.f. @ $1.80/s.f./yr. : $108,532.80/yr. + 12 = $9,044.40/mo. Parcel: 60,001 sf. @ $1.80/s.f./yr. = $108,001.80/yr. + 12 = $9,000.15/mo. TOTAL: $84,370.50/mo. The P011 has obtained two appraisals of the Premises that support the monthly rental under the Lease is consistent with the market for comparable properties. Accordingly, the parties agree that a June 1, 2014- rental adjustment will not be necessary. The parties further agree that the monthly rental set forth in this Thirteenth Amendment shall be further adjusted effective as of June 1, 2019, and again as of lime 1, 2024, which adjustments shall be made pursuant to and in accordance with the terms and provisions set forth in Section 4 of the Lease. Airline further covenants and agrees to pay to the Port as additional rent ("Additional Rent") any portion of Airline's capital improvement/systems upgrade obligation not met by Airline as provided in Paragraph 15(b) of the Lease. Such Additional Rent, if any, shall become due and payable to the Port on December 31, 2026 without deduction, set-off or abatement whatsoever. 4. Paragraph 6 (Use of Premises) subsection (c) of the Lease is hereby deleted and replaced with the following: (o) Airline's use of the Parcel I Premises and the Parcel J Premises is limited to aircraft parking and all activities incidental thereto, such as the handling, receipt, dispatch, loading and unloading of property, cargo, freight, and mail associated with such aircraft parking. 5. Paragraph 15 (Additional Improvements or Alterations) of the Lease is hereby deleted in its entirety and replaced with the following: (a) Airline shall invest no less than Three Million Dollars ($3,000,000.00) between January 1, 2014 and December 31, 2026 in capital improvements and/or systems upgrades to the Premises, including, but not Page 2 of 7 limited to, replacement of the roof on the building located on the Premises. Airline shall submit to the Port for approval any capital improvement and/or systems upgrade(s) it intends to qualify toward meeting Airline's investment obligation under this Paragraph 15(a). The Port shall have the sole discretion, which shall not be unreasonably exercised, to determine whether any such proposed capital improvement and/or system upgrade meets Airline's investment obligations under this Paragraph 15(a). The Port shall, no less than annually, document in a letter to Airline all amount(s) that the Port has approved as investments by Airline in capital improvements and/or system upgrades to the Premises and setting forth the amount of Airline's remaining investment obligation under this Section 15(a). In the event Airline does not invest the full amount required by this Paragraph 15(a) by December 31, 2026, Airline shall-pay the Port, no later than thirty (30) days after the receipt of an invoice from the Port, the balance of Airline's investment obligation multiplied by the greater of (i) one hundred fifty percent (150%), or (ii) the change in the Consumer Price Index (US. City Average ~ All Urban Consumers) over the period January 1, 2014 through December 31, 2026. Any payment by Airline to the Port under this Paragraph 15(a) shall constitute Additional Rent under the Lease as provided in Paragraph 3 of this Thirteenth Amendment. Any insurance proceeds used by Airline in accordance with the provisions of Paragraph ll(b) shall not be counted against the capital investment obligation required of Airline under this Paragraph 15. (b) Airline shall make no improvements or alterations to or upon the Premises or install any xtures (other than trade xtures which can be removed without injury to the Premises) without rst obtaining written approval of the Port and subject to any and all conditions in such approval. In the event any alterations or improvements shall be made or xtures (other than trade xtures) installed by Airline, they shall become a part of the Premises and property of the Port in accordance with Paragraph 12 of the Lease. Airline shall have the right to remove any and all of Airline's trade xtures, equipment, and other personal property provided such removal is done prior to the expiration or sooner termination date of the Lease and further provided that Airline shall, at Airline's sole cost and expense, repair and damage caused to the Premises by such removal. 6. Paragraph 46 (Port Secondary User Rights) is deleted in its entiretyand replaced with the following: (a) Subject to all of the terms and provisions of this Section 46, Airline grants to the P01": a right to secondary use of each of the hardstands located on Parcel A, Parcel F, Parcel H, Parcel I and Parcel J (collectively, the "Hardstands") for itself and such others authorized by the Port (collectively, the "Secondary User") to use the Hardstands. Page 3 of 7 (b) The Port shall have the right, upon reasonable notice to Airline, to schedule operations by a Secondary User at the Hardstands at all periods of time other than when Airline is using any Hardstand for one of Airline's previously scheduled aircraft operations. Prior to exercising its rights under this Paragraph 46, the Port will (i) make reasonable efforts to rst assign Secondary User aircraft parking to Port-owned common use hardstands and (ii) contact the Airline's local representative to detennine which, if any, Hardstands are available for the Secondary User. In accommodating the Port in its right to schedule a Secondary User, Airline shall allow and provide for use of Airline's ramp areas under the Lease (the "Ramp Areas") that are adjacent to the Hardstands. Airline shall permit such Secondary User to use equipment in the Ramp Areas (but not including use of Airline's equipment) as may be required for the efcient use of the Hardstands by a Secondary User. (0) During use of any Hardstand by a Secondary User, the obligations of Airline and the Port under Paragraph 18 (Liability and Indemnity) of the Lease shall apply only to the extent of their respective negligence at the Hardstands during Hardstand use by any Secondary User. ((1) Any Secondary User that is accommodated at any of the Hardstands shall be required to pay Airline the same charges for use of a Hardstand that it would have been required to pay the Port for use of a Port-owued common use hardstand and Airline may not demand any additional payments from the Secondary User on account of its use of any Hardstand; provided, if the Secondary User exceeds its designated time on any Hardstand, thereby preventing Lessee from using it, the Secondary User shall move its operation and/or reimburse Lessee for any costs incurred by Lessee as a result of its inability to use any such Hardstand. Airline may, however, require as a condition of accommodation that the Secondary User provide (i) indemnication reasonably satisfactory to Airline; provided, that Airline may not require indemnification that is broader than the indemnication Airline has given to the Port under Paragraph 18 of this Lease, (ii) proof of insurance of the types and with the limits of coverage required to be carried by Airline under Paragraph 18 of this Lease and (iii) a deposit securing payment of the charges to Airline; provided. that Airline may not require a security deposit that is greater than the security deposit Airline has given to the Port under Paragraph 5 of this Lease. 7. The amount of lease bond or other security furnished by Airline pursuant to the Lease shall be increased proportionately to reect the increase in rental. Airline shall provide the Port written evidence in a form satisfactory of the consent of security to provide such increase. All capitalized terms used in this Thirteenth Amendment shall have the same meanings ascribed to those terms in the Lease unless otherwise defined herein. Page 4 of7 9. of the Lease Except as amended herein, all other terms, covenants and conditions shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Thirteenth Amendment written. to Air Cargo Building Site Lease Agreement as of the date rst above PORT OF SEATTLE FEDERAL EXPRESS CORPORATION a municipal cmporation a Delaware corporation By_________ By Its Its Title Title Date 2013. Date 2013. , , Page 5 of7 STATE OF TENNESSEE ) ) ss. COUNTY OF SHELBY ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that lie/she signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it in his/her capacity as the of FEDERAL EXPRESS CORPORATION, a corporation of the State of Delaware, to be the free and voluntary act of such corporate for the uses and purposes mentioned in the instrument. SUBSCRIBED AND SWORN to before me this of 2013. _day , IN WITNESS WHEREOF, I have hereunto set my hand and afxed my ofcial seal the day and year rst above written. Notary Public in and for Shelby County, Tennessee, residing at My Commission Expires: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated the (he/she) was authorized to executed the instrument and acknowledged it as the of the PORT OF SEATTLE, a municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. SUBSCRIBED AND SWORN to before me this of 20 _ day , IN WITNESS WHEREOF, I have hereunto set my hand and afxed my ofcial seal the day and year rst above written. Notary Public in and for the State of Washington, residing at My Commission Expires: Page 6 of 7 w Page 7 of7 pm Vikkin NE. NE. "Eur. ...(za...55. .3 E be .56.. "05.... .8 x59. 553 .56 ".2... 92 93.: onz 9.55.28 1.52 2 a" .55 E 53 5:. 33839 .3 .aa 25$... z? .S .8 < babobo5.6m ugum "5:3 an..." 3.3 .6 9... ES Ezom "hum VNHD E0: 835:. 32320 ugbm Frisco". 37.4.5.9 Eu... "E an". 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