HomeMy WebLinkAboutAuburn Regional Medical CenterPARKING LOT LEASE AGREEMENT
THIS PARKING LOT LEASE AGREEMENT (this "Lease") is entered into by
and betw n Landlord and Tenant, as described in the following basic lease information, as
of the Z- day of , 2008. Landlord and Tenant hereby agree as follows:
ARTICLE l. BASIC LEASE INFORMATION.
1.1 In addition to the terms which are defined elsewhere in this Lease, the
following terms shall have the following meanings:
(a) LANDLORD: Auburn Regional Medical Center, Inc.
(b) LANDLORD'S ADDRESS: Auburn Regional Medical Center, Plaza
One, 202 N Division St, Auburn, WA 98001-4908
Attn: Pat Bailey
(c) TENANT: City of Auburn, a Washington municipal corporation
(d) TENANT ADDRESS: 25 West Main St., Auburn, WA 98001,
Attn: Suzy Omegna
(e) PARKING LOT: Parking lot located at King County Tax Parcel ID
0492000340 on 101 N. Division in Auburn, Washington.
(f) TERM: Month-taMonth beginning on the Commencement Date
with no set expiration date, either party may terminate this Lease on
thirty (30) days' prior written notice from the terminating party to the
other party.
(g) COMMENCEMENT DATE: ~ 2 00'r
(h) MONTHLY RENT: In lieu of a monthly payment, Tenant agrees to
pay for all costs and expenses, whether capital or otherwise, related to
the maintenance of the Parking Lot.
ARTICLE 2. AGREEMENT. USE MAINTENANCE AND REPAIR
2.1 Lease. Landlord hereby leases the Parking Lot to Tenant, and Tenant hereby
leases the Parking Lot from Landlord, according to the terms and conditions of this Lease.
Landlord will be deemed to have delivered possession of the Parking Lot to Tenant on the
Commencement Date, and Tenant will be deemed to have accepted the Parking Lot, based on
its own inspection and not relying on any statement of the condition of the Parking Lot by
Tenant or its agents, in its present "as-is" condition.
2.2 Use. Tenant shall use the Parking Lot only for the purpose of parking motor
vehicles and purposes incidental to that use. Tenant shall not allow the Parking Lot to be
used for any unlawful purposes or for purposes that may result in a violation of any local,
state or federal laws, statutes or ordinances applicable to the Parking Lot.
2.3 Maintenance and Repair. Tenant agrees to keep the Parking Lot in good order
and repair. Tenant agrees to pay for all costs and expenses, whether capital or otherwise,
related to the maintenance of the Parking Lot, including but not limited to sweeping, snow
removal, repaving, re-striping and re-asphalting.
2.4 Term. The duration of the Lease shall be the Term. The Term will
commence on the Commencement Date and will expire on the Expiration Date. Either party
may terminate this Lease on thirty (30) days' prior written notice from the terminating party
to the other party.
ARTiCLE 3. INSURANCE AND INDEMNITY
3.1 Tenant's Insurance. Tenant shall procure and maintain in effect during the
term hereof commercial general liability insurance and property damage insurance,
including a contractual liability endorsement covering Tenant's obligations under
Section 3.2, in the minimum amount of $1,000,000. Within three (3) days from the date
hereof, but in any event prior to the Commencement Date, Tenant shall furnish Landlord
with a letter of coverage indicating such coverage. The obligation to carry insurance
shall not limit or modify any other obligations assumed by Tenant hereunder, nor shall
Landlord be under any duty to examine such letter or to advise Tenant in the event its
insurance is not in compliance with this Agreement. The insurance coverage evidenced
by the liability letter is issued by a municipal self-insurance pool providing insurance
coverage for over 110 municipalities and government organization in the State of
Washington.
3.2 Indemnification, Waiver, and Release.
(a) Tenant's Indemnification. Tenant will neither hold nor attempt to
hold Landlord, its employees or agents liable for, and Tenant will indemnify and hold
harmless Landlord, its employees and agents from and against, any and all demands, claims,
causes of action, fines, penalties, damages (including consequential damages), liabilities,
judgments, and expenses (including, without limitation, reasonable attorneys' fees) which
arise out of or relate to: (1) the use or occupancy or manner of use or occupancy of the
Parking Lot by Tenant or any person claiming under Tenant; (2) any activity, work, or thing
done or permitted by Tenant in or about the Parking Lot; (3) any breach by Tenant or its
employees, agents, contractors or invitees of this Lease; and (4) any injury, loss or damage to
the person, property or business of Tenant, its employees, agents, or contractors or any
invitees entering upon the Parking Lot under the express or implied invitation of Tenant. If
any action or proceeding is brought against Landlord or its employees or agents by reason of
any such claim for which Tenant has indemnified Landlord, Tenant, upon written notice from
Landlord, will defend the same at Tenant's expense with counsel reasonably satisfactory to
Landlord.
(b) Waiver and Release. Tenant, as a material part of the consideration to
Landlord for this Lease, by this Section waives and releases all claims against Landlord, its
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employees and agents with respect to all matters for which Landlord has disclaimed liability
pursuant to the provisions of this Lease.
ARTICLE 4. GENERAL
4.1 Events of Default. The occurrence of any one or more of the following
events shall constitute an "Event of Default" under this Lease: (i) the Parking Lot is left
vacant or are abandoned, or (ii) any nonperformance, breach or default under any other
provision of this Lease.
4.2 Landlord's Remedies. If any Event of Default occurs, then Landlord shall
have the right, at its election:
(a) To terminate this Lease, in which case Tenant's right to possession of the
Parking Lot will cease and this Lease will be terminated as if the expiration of the term fixed
in such notice were the end of the Term.
(b) To cure any Event of Default and to charge Tenant for the cost of effecting
such cure, including without limitation reasonable attorneys' fees and Default Interest
provided that Landlord will have no obligation to cure any such Event of Default of Tenant.
Each right and remedy provided for in this Lease is cumulative and is in addition to
every other right or remedy provided for in this Lease or at law or in equity. If a dispute
arises under the terms of this Lease or if any payment required by this Lease is not paid when
due and the matter is turned over to an attorney, the prevailing party in the dispute will be
entitled to receive its reasonable attorneys' fees in addition to the other damages and costs
recoverable under this Lease.
4.3 Quiet Enjoyment. So long as Tenant performs all covenants and obligations
contained in this Lease, Landlord warrants quiet enjoyment of the Parking Lot by Tenant;
provided that Landlord, its agents or representatives may enter upon and inspect the Parking
Lot at reasonable times upon reasonable notice. Landlord's failure to comply with this
Section shall not give Tenant any right to terminate this Lease, to abate or reduce the
Monthly Rent, Parking Expenses or additional rent or fail to perform any of Tenant's
obligations hereunder.
4.4 Liens. Tenant will keep the Parking Lot free and clear of all mechanics' liens
and other liens on account of work done for Tenant or persons claiming under Tenant.
4.5 Environmental Matters.
(a) Tenant's Obli at~ions.
(1) Tenant will not cause or permit the storage, treatment or
disposal of any Hazardous Materials in, on, or about the Parking Lot by Tenant, its agents,
employees or contractors. Tenant will not permit the Parking Lot to be used or operated in a
manner that may cause the Parking Lot or any part of the Parking Lot to be contaminated by
any Hazardous Materials in violation of any Environmental Laws. Tenant will not use or
permit the Parking Lot to be used for maintenance of its vehicles.
(2) Tenant will be solely responsible for and will defend,
indemnify, and hold Landlord, its agents and employees harmless from and against all direct
claims, costs, and liabilities, including attorneys' fees and costs, arising out of or in
connection with Tenant's breach of its obligations in this Section.
(3) Tenant will be solely responsible for and will defend,
indemnify and hold Landlord, its agents, and employees harmless from and against any and
all direct claims, costs, and liabilities, including attorneys' fees and costs, arising out of or in
connection with Tenant's introduction of Hazardous Materials to the Parking Lot. Tenant's
obligations under this Section shall survive the expiration or other termination of this Lease.
(b) Definitions.
"Hazardous Materials" means asbestos, petroleum products,
explosives, radioactive materials, hazardous waste, hazardous substances, or hazardous
materials including, without limitation, substances defined as "hazardous substances" in the
Comprehensive Environmental Response Compensation Liability Act of 1980, as amended,
42 U. S. C. Sec. 9601-9657 ("CERCLA"); the Hazardous Material Transportation Act of
1975, 49 U.S.C. Sec. 1801-1812; the Resource Conservation Recovery Acts of 1976, 42
U.S.C. Sec. 6901-6987; the Occupational Safety And health Act of 1970, 29 U.S.C. Sec.
6901-6987; the Occupational Safety And Health Act of 1970, 29 U.S.C. 651 et seq., or any
other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to, or imposing liability or standards of conduct concerning hazardous
materials, wastes or substances now or at any time hereinafter in effect (collectively,
"Environmental Laws").
4.6 Termination. At the expiration or other termination of this Lease, Tenant will
promptly quit and surrender the Parking Lot to Landlord in good order and repair, ordinary
wear and tear excepted. All effects, additions and improvements on the Parking Lot after the
end of the Term shall be deemed conclusively to have been abandoned and may be
appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to
Tenant or any other person and without obligation to account for them.
4.7 Assiiznment and Subletting. Tenant shall not assign or sublet the Parking Lot
without the written approval of Landlord, which approval may be withheld in the sole
discretion of the Landlord. If Landlord consents to a proposed assignment or sublease, then
Landlord may require Tenant to pay to Landlord a sum equal to 50% of any rent and other
consideration, profit or gain realized by Tenant from such sublease or assignment, in excess
of the rent allocable to the transferred space then being paid by Tenant to Landlord pursuant
to the Lease (after deducting the costs of Tenant, if any, in effecting the assignment or
sublease, including reasonable alteration costs, commissions and legal fees).
4.8 Subsequent Landlord. In the event of any sale or lease of Landlord's interest
in the Parking Lot, the Landlord shall be relieved of all covenants and obligations hereunder,
and this Lease shall be deemed terminated on notice to Tenant of such sale of lease.
4.9 Notices. Notices and other communications required under this Lease shall
be in writing and shall be deemed given (i) upon personal delivery, (ii) three (3) business
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days after deposit in the United States mail, first class, postage prepaid, certified, return
receipt requested, or (iii) one (1) business day after timely delivery to an overnight courier, to
the addresses as set forth in Section I.I. Either party may by similar notice change the
address to which future notices or other communications shall be sent.
4.10 Time is of the Essence.Time is of the essence for each and every provision of
this Lease.
4.11 No Waiver. The waiver by either Landlord or Tenant of any agreement,
condition, or provision contained in this Lease will not be deemed to be a waiver of any
subsequent breach of the same or any other agreement, condition, or provision contained in
this Lease.
4.12 JURY WAIVER. IF ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM IS BROUGHT BY LANDLORD OR TENANT AGAINST THE
OTHER OR THEIR SUCCESSORS OR ASSIGNS WITH RESPECT TO ANY MATTER
WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE
USE AND OCCUPANCY OF THE PARKING LOT, THE RELATIONSHIP BETWEEN
LANDLORD AND TENANT, ANY CLAIM FOR INJURY OR DAMAGE, OR ANY
EMERGENCY OR STATUTORY REMEDY, LANDLORD AND TENANT EACH
HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY. IF
LANDLORD COMMENCES ANY SUMMARY PROCEEDING FOR NONPAYMENT OF
RENT, TENANT WILL NOT INTERPOSE (AND WAIVES THE RIGHT TO
INTERPOSE) ANY COUNTERCLAIM IN ANY SUCH PROCEEDING.
4.13 Brokers. Landlord and Tenant respectively represent and warrant to each
other that neither of them has consulted or negotiated with any broker or finder with regard to
the Parking Lot and will defend, indemnify and hold the other party harmless from any
claims or damages, including reasonable attorneys' fees, arising from any breach of this
provision..
4.14 Authoritv. Each of the parties executing this Lease on behalf of the Tenant or
the Landlord represents to the other party that such party is authorized to do so by requisite
action of the party to this Lease.
4.15 Enta by Landlord. Landlord, its agents, employees, and contractors may
enter the Parking Lot at any reasonable hour.
4.16 Governiny, Law. This Lease will be governed by and construed pursuant to
the laws of the state in which the Parking Lot is located.
4.17 Entire Agreement; Amendment. This Lease contains the entire agreement
between Landlord and Tenant. No amendment, alteration, modification of, or addition to the
Lease will be valid or binding unless expressed in writing and signed by Landlord and
Tenant.
4.18 Landlord Fees. If Tenant requests that Landlord take any action or give any
consent required or permitted under this Lease or execute an instrument or document of
estoppel, subordination, nondisturbance or the like, Tenant will reimburse Landlord for their
fees, costs and expenses incurred in reviewing, negotiating, preparing, processing, executing
and delivering the proposed action, consent, instrument or document, including, without
limitation, reasonable attorneys' fees (including Landlord's in-house counsel fees and costs,
at market-rate) and engineers' fees (including Landlord's in-house engineers' fees and costs,
at market-rate), on or before ten (10) days after Landlord's delivery to Tenant of a statement
of such fees, costs and expenses. Tenant will be obligated to make such reimbursement
without regard to whether Landlord consents to any such proposed action or executes any
such proposed instrument or document.
EXECUTED as of the day and year first above written.
LANDLORD:
Auburn Regional Medical Center, Inc
a Washington corporation
By:
Its:
.
.
i
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TENANT:
City of Auburn
a Washingto ' 'pat-ca~ ation
By:
ItS: 0 r'
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