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HomeMy WebLinkAboutITEM V-CMEL' S PARKING LOT LEASE AGREEMENT THIS PARKING LOT LEASE AGREEMENT (this "Lease") is entered into by and between Landlord and Tenant, as described in the following basic lease information, as of the day of , 2010. Landlord and Tenant hereby agree as follows: ARTICLE 1. 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: City of Auburn, a Washington municipal corporation (b) Landlord's Address: 25 West Main St., Auburn, WA 98001 (c) Tenant: Auburn Regional Medical Center (ARMC), a corporation (d) Tenant Address: (e) Parking Lot: Parking Lot located at King County. Tax Parcel ID nos. 0492000460, 0492000461 and 049200463. Parking Stalls: Tenant shall lease from the Landlord a portion of the Parking Lot comprising of forty (40) parking stalls as identified in the "ARMC Parking Stalls" attached hereto as Exhibit A. (g) Term: Lease agreement shall be on a month to month basis and may be cancelled by either party. (h) Commencement Date: (i) Expiration Date: Either party may cancel this lease by providing the other party written notice. The Lease will expire on the last day of the proceeding month. (j) Monthly Rent: Tenant agrees to pay forty ($40) dollars per parking stall, plus applicable Operating Costs as defined in Section 3.2, per month. Minimum monthly rent shall be one thousand six hundred dollars ($1,600) in rent plus two hundred and five dollars and forty four cents ($205.44) in leasehold excise tax for a minimum monthly total of one thousand eight hundred and five dollars and forty four cents ($1,805.44). 1 ARTICLE 2. AGREEMENT, USE, MAINTENANCE AND REPAIR 2.1 Lease. Landlord hereby leases the Parking Stalls to Tenant, and Tenant hereby leases the Parking Stalls from Landlord, according to the terms and conditions of this Lease. Landlord will be deemed to have delivered possession of the Parking Stalls to Tenant on the Commencement Date, and Tenant will be deemed to have accepted the Parking Stalls, based on its own inspection and not relying on any statement of the condition of the Parking Stalls by Tenant or its agents, in its present "as-is" condition. 2.2 Use. Tenant shall use the Parking Stalls only for the purpose of parking motor vehicles and purposes incidental to that use. Tenant shall not allow the Parking Stalls 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 Stalls. 2.3 Maintenance and Repair. Tenant agrees to keep the Parking Stalls in good or er an repair. 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. RENT 3.1 Monthly Rent. Tenant shall pay the Monthly Rent to Landlord as rent for the Parking Stalls. Monthly Rent will be paid in advance to Landlord at City of Auburn 25 West Main Street, Auburn, WA 98001, or to such other person or place as Landlord designates to Tenant in writing, on or before the first day of each calendar month of the Term, without written notice or demand. If the Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then Monthly Rent will be appropriately prorated. 3.2 Operating Costs. Tenant acknowledges and agrees that costs and expenses shall include, but are not limited to: Leasehold Excise Taxes at 12.84% of the Monthly Rent (if Leasehold Excise Tax is required by state statute), any pro rata share of costs and expenses incurred by Landlord in each month in connection with the upkeep, operation, maintenance, repair, and management of the Parking Stalls. ARTICLE 4. INSURANCE AND INDEMNITY 4.1 Tenant's Insurance. At all times during the Term, Tenant will carry and maintain, at Tenant's expense, the following insurance in the amounts specified below or such other amounts as Landlord may from time to time reasonably request, with insurance companies and on forms satisfactory to Landlord to the extent allowed by applicable law: 2 (a) Bodily injury and property damage liability insurance, with a combined single occurrence limit of not less than $1,000,000. All such insurance will be equivalent to coverage offered by a Commercial General Liability form including, without limitation, personal injury, death of persons or damage to property occurring in, on, or about the Parking Lot, and contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in Section 4.3 of this Lease; (b) Worker's compensation insurance insuring against and satisfying Tenant's obligations and liabilities under the worker's compensation laws of the State where the Parking Lot is located, including employer's liability insurance in the limits required by the laws of the State where the Parking Lot is located; (c) If Tenant operates owned, hired, or non-owned vehicles on the Parking Lot, comprehensive automobile liability insurance, at a limit of liability not less than $1,000,000 combined bodily injury and property damage; and (d) Any additional insurance reasonably requested by Landlord to cover any unusual risks created by the nature of Tenant's use of the Parking Stalls. 4.2 Forms of the Policies. Certificates of insurance, together with copies of endorsements, when applicable, listing Landlord and any others specified by Landlord as an additional insured, will be delivered to Landlord prior to Tenant's occupancy of the Parking Stalls and from time to time at least 10 days' prior to the expiration of the term of each such policy. All Commercial General Liability or comparable policies maintained by Tenant will name Landlord and such other persons or entities as Landlord specifies from time to time as an additional insured entitling them to recover under such policies for any loss sustained by them, their agents and employees. All such policies maintained by Tenant will provide that they may not be terminated nor may coverage be reduced except after 30 days' prior written notice to Landlord. All Commercial General Liability and property policies maintained by Tenant will be written as primary policies, not contributing with and not supplemental to the coverage that Landlord may carry. 4.3 Indemnification, Waiver, and Release. (a) Indemnification. Tenant will neither hold nor attempt to hold Landlord, its employees or agents liable for, and Tenant will indemnify and hold Landlord, its employees and agents harmless 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. 3 (b) Waiver and Release. It is further specifically and expressly understood that the indemnification provided herein constitutes the Tenant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. ARTICLE 5. GENERAL 5.1 Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Lease: (i) any part of the Monthly Rent or Operating Expenses are not paid when due, or (ii) any nonperformance, breach or default under any other provision of this Lease. 5.2 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 Stalls 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. 5.3 Quiet Enjoyment. So long as Tenant performs all covenants and obligations contained in this Lease, Landlord warrants quiet enjoyment of the Parking Stalls by Tenant; provided that Landlord, its agents or representatives may enter upon and inspect the Parking Stalls 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, Operating Expenses or fail to perform any of Tenant's obligations hereunder. 5.4 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 5.5 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 Lotto 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"). 5.6 Termination. At the expiration or other termination of this Lease, Tenant will promptly quit and surrender the Parking Stalls to Landlord in good order and repair, ordinary wear and tear excepted. All effects, additions and improvements on the Parking Stalls 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. 5 5.7 Assignment and Subletting. Tenant shall not assign or sublet the Parking Stalls 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). 5.8 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. 5.9 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 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 l .l . Either party may by similar notice change the address to which future notices or other communications shall be sent. 5.10 Time is of the Essence. Time is of the essence for each and every provision of this Lease. 5.11 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. 5.12 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. 5.13 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 Stalls and will defend, indemnify and hold the other party harmless 6 from any claims or damages, including reasonable attorneys' fees, arising from any breach of this provision.. 5.14 Authorit . 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. 5.15 Entry Landlord. Landlord, its agents, employees, and contractors may enter the Parking Lot at any reasonable hour. 5.16 Governin.~ Law. This Lease will be governed by and construed pursuant to the laws of the state in which the Parking Lot is located. 5.17 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. 5.18 Late Rent. Any installment of Monthly Rent not paid on its due date shall bear a late charge of 5% of the delinquent installment, to compensate Landlord for its administrative expenses relating to such delinquency. Further, any Monthly Rent not paid when due will accrue interest at the default rate of the Prime Rate plus 5% per annum, but in no event in an amount in excess of the maximum rate allowed by applicable law ("Default Interest") from the date on which it was due until the date on which it is paid in full with accrued interest. The term "Prime Rate" shall mean the rate of interest from time to time as published in the Wall Street Journal under the table, "Money Rates," or any successor to it, as the prime rate. If the Wall Street Journal or any successor to it ceases to publish the prime rate, the Prime Rate will be a comparable interest rate designated by Landlord to replace the Prime Rate. 5.19 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 (l o) 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. 7 EXECUTED as of the day and year first above written. LANDLORD: TENANT: City of Auburn Washington Municipal Corporation By: By: Its: Its: 8