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HomeMy WebLinkAbout5055 RESOLUTION NO. 5 0 5 5 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE A LEASE BETWEEN THE CITY OF AUBURN AND CENTURY WEST FOR AIRPORT PROPERTY WHEREAS, City staff have negotiated lease terms with Century West for a five year lease of building space at the Auburn Municipal Airport, and recommends the same be approved NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows Section 1 That the Mayor is hereby authorized to execute a Lease between the City and Century West for building space at the Auburn Municipal Airport which Lease shall be in substantial conformity with the agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference Section 2. The Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3 This Resolution shall take effect and be in full force upon passage and signatures hereon. Dated and Signed this �� day of 12014 CITY OF AUBURN ANCY Q KUS, MAYOR ATTEST z r Dan' Ile E. Daskam, City Clerk AP V 4DATOFtO iel B H , y Ator - - - - - - - - - - - - - - - - Resolution No 5055 March 24, 2014 Pagel Exhibit "A" AIRPORT BUILDING LEASE AGREEMENT THIS LEASE AGREEMENT (hereinafter the "Lease") is entered into as of the day of 20 1_24 , by and between Landlord and Tenant, as described in the ollowing basic lease information. Landlord and Tenant hereby agree as follows. ARTICLE 1 BASIC LEASE INFORMATION In addition to the terms defined elsewhere in this Lease, the following terms shall have the following meanings. LANDLORD City of Auburn, a municipal corporation LANDLORD'S ADDRESS 25 West Main St. Auburn, WA 98001 Attn. Airport Supervisor TENANT Century West TENANT ADDRESS 400 23rd St NE Auburn, WA 98002 PREMISES A single story masonry and frame building TERM Five (5) years beginning on the Commencement Date and expiring on the Expiration Date COMMENCEMENT DATE. May 1 , 2014 EXPIRATION DATE. April 30, 2019 MONTHLY RENT- Tenant agrees to pay Monthly Rent for the Premises Rent shall be paid monthly at an initial rate of Five hundred dollars ($500 00) per month, plus applicable Operating Costs as defined in Section 3.2. ARTICLE 2 AGREEMENT, USE, MAINTENANCE AND REPAIR, AND TERM 2.1 Lease Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, according to the terms and conditions of this Lease Landlord will be deemed to have delivered possession of the Premises to Tenant on the Commencement Date, and Tenant will be deemed to have accepted the Premises, based on its own inspection and not relying on any statement of the condition of the 1 Premises by Landlord or its agents, in its present "as-is" condition subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record. 2.2 Use Tenant shall use the Premises only for the purpose of conducting General office for aviation consulting and professional engineering consulting activities and for no other purpose The operation may include any or all of the following uses. a. Aviation Consulting Engineering Services b Professional Office and Field Supply and Storage c Professional Consulting Engineering Services The Tenant agrees to furnish these services on a fair, equal and not unjustly discriminatory basis to all users thereof Tenant shall not allow the Premises 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 Premises. The Tenant agrees, at its sole cost and expense, to conform to, comply with and abide by all lawful rules, codes, ordinances, requirements, orders, directions, laws, regulations and standards of the United States, the State of Washington, and City of Auburn or agency of any of said entities, including rules and regulations of Landlord, including without limitation those relating to environmental matters, now in existence or hereafter promulgated, applicable to the Tenant's use and operation of said Premises, including the construction of any improvements thereon, and not to permit said Premises to be used in violation of any of said rules, codes, laws or regulations Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims, and demands, including reasonable attorney's fees, that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this section. 2.3 Use of Public Airport Facilities Tenant is granted the nonexclusive use of all public airport facilities including but not limited to taxiways, runways, aprons, navigational aids and facilities relating thereto for the purposes of landings, takeoffs and taxiing of Tenant and Tenant's aircraft. All such use shall be in accordance with the laws of the United States of America, the State of Washington, and the rules and regulations promulgated by their authority with reference to aviation and air navigation, and in accordance with all reasonable and applicable rules, regulations and ordinances of the Landlord now in force or hereafter prescribed or promulgated by ordinance or by law Landlord agrees during the term of this lease to operate and maintain the airport and its public airport facilities as a public airport consistent with and pursuant to sponsor's assurances given by Landlord to the United States Government under the Federal Airport Act. 2.4 Maintenance and Repair The Tenant shall maintain the leased premises in good repair and tenable condition, so that at the conclusion of the Lease, the premises shall 2 be in a condition as good as or better than its condition at the commencement of the Lease, ordinary wear and tear excepted 2.4 1 Exterior Repairs. Landlord shall keep the foundations, adjacent sidewalks, exterior walls, roof and downspouts in good order and repair, provided, however, that Landlord shall not be required to repair damage which results from the act of negligence by the Tenant, his agents, servants, or employees If Landlord refuses or neglects to commence or complete repairs, ether promptly or adequately, Tenant may, but shall not be required to, commence or complete the repairs, and Landlord shall pay the costs thereof to Tenant on demand 2 4.2 Interior Repairs The Tenant shall make internal repairs including (but not limited to) repairs to interior walls, floors, wiring plumbing, heating, air- conditioning equipment; provided, however, that Tenant shall not be required to repair damage which results from acts of negligence by the Landlord, his agents, servants or employees, or when such damage is caused by any peril included within the Landlord's property insurance coverage. If Tenant refuses or neglects to commence or complete repairs within thirty days of written notice by the Landlord, Landlord may, but shall not be required to, commence or complete the repairs, and Tenant shall pay the costs thereof to Landlord on demand The Tenant shall keep the interior of the premises in good repair, at his own expense, subject to approval of Landlord, except as otherwise provided in this paragraph. Tenant may make interior alterations and additions at its own cost, subject to approval of the Landlord The Tenant shall replace all windows glass and plate glass with the glass of same or similar quality whenever said glass is broken or destroyed 2.5 Term. 2.5.1 Commencement. The Term will commence on the Commencement Date and will expire on the Expiration Date 2.5.2. Option to Renew. If this lease shall be in force and effect on the date of expiration of the original term, and the Tenant on that date shall have fully complied with the terms and conditions of this lease, the Parties may renew this Lease under mutually-agreeable terms. To exercise any renewal option, the Tenant shall give the Landlord at least one hundred eighty (180) days advance notice in writing Landlord will notify Tenant not later than one hundred twenty (120) days before the end of the lease period whether it intends to renew the Lease Unless otherwise negotiated by the parties, all other terms of the Lease shall remain in effect. ARTICLE 3 RENT 3 1 Monthly Rent. Te nant shall pay the Monthly Rent to Landlord as rent for the Premises Monthly Rent will be paid in advance, to Landlord at Landlord's address or to such other person or place as Landlord designates to Tenant in writing, on or before the 3 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 The Rental Amount shall be adjusted annually, effective January 1 of each year during the term of this Lease, in accordance with the previous annual CPI-W for the Seattle-Tacoma-Bremerton area, measured from August to August. Rent shall not be decreased if the CPI-W is negative from any previous year 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), and any costs and expenses incurred by Landlord in each month in connection with the upkeep, operation, maintenance, repair, and management of the Premises Commencing on the Lease Commencement Date, Tenant shall pay any and all Impositions allocable to the Premises. The term "Impositions" shall mean all real estate taxes (to the extent any portion of the Premises and any improvements thereon are subject to real estate taxes), water, sanitary sewer and storm water charges, charges for public utilities, local improvement or general or special benefit district assessments, license and permit fees or other charges which shall or may during the Term be assessed, levied, charged, confirmed or imposed by any public authority upon or accrue or become due or payable out of or on account of or become a lien on the Premises or any part thereof, including without limitation all real property taxes allocable to the Improvements, or for the use or occupancy of the Premises, and any tax on receipt of rents. The term "Impositions" shall expressly include statutory leasehold excise tax imposed by Chapter 82.29A RCW on the taxable rent payable by Tenant hereunder, but shall exclude any income tax, estate, succession, or inheritance taxes Either Tenant or Landlord may contest the validity or amount (including the assessed valuation upon the Premises and any exemptions applicable to any portion thereof) of any Imposition for which either is responsible in whole or in part, and which such party in good faith believes is excessive, improper or invalid. In such event, the payment thereof may be deferred during the pendency of such contest, if diligently prosecuted, but in no event shall Tenant allow a lien for any unpaid taxes which it is contesting to attach to the Premises Each party agrees to join at the other's request in any such contest to the extent such joinder is prerequisite to such prosecution under statute, regulation or administrative practice In connection with a judicial or administrative challenge to any assessment, Tenant may take advantage of any stay in collection available under statute, regulation, or court or administrative order or rules. Nothing herein contained, however, shall be so construed as to allow such items to remain unpaid for such length of time as shall permit the Premises, or any part thereof, to be sold by any governmental, city or municipal authority for the nonpayment of the same Within ten (10) days after the amount of such contested item is finally determined to be due, the party liable for such Imposition shall pay the amounts so determined, together with the penalties, interest and expenses associated with such contest. 4 3 3 Utilities. Tenant agrees to contract with the appropriate provider and pay for all public utilities, which shall be used in or charged against the Premises, and to hold the Landlord harmless from such charges Landlord shall cooperate, at no charge to Landlord, in the granting of easements and rights-of-way in, through, above, and/or under property owned and controlled by Landlord at the Airport and reasonably necessary for the provision of utilities to the Premises, provided that if any utility lines, including but not limited to storm water lines, need to be relocated, the responsibility to relocate them shall be borne solely by the Tenant. It is the intent of Tenant and Landlord that the rent due hereunder shall be absolutely net to Landlord and that Tenant shall pay all costs expenses regarding the Premises whether specifically mentioned herein or not. 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 Commercial General Liability insurance and Automobile coverage including all owned and non-owned vehicles, with a combined single limit, each occurrence limit of not less than $1,000,000 00 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 Premises, and contractual liability coverage for the performance by Tenant of the indemnity agreements set forth in Section 4 3 of this Lease, Insurance covering all of Tenant's machinery, equipment, and any other personal property owned by Tenant and located on or about the Premises and any leasehold improvements to the Premises, in an amount not less than the full replacement cost. Property forms will provide coverage on a broad form basis insuring against "all risks of direct physical loss " Worker's compensation insurance insuring against and satisfying Tenant's obligations and liabilities under the worker's compensation laws of the State where the Premises is located, including employer's liability insurance in the limits required by the laws of the State where the Premises is located Any additional insurance reasonably requested by Landlord to cover any unusual risks created by the nature of Tenant's use of the Premises. 4.2 Forms of the Policies. Certificates of insurance, together with copies of Additional Insured endorsements, when applicable, listing Landlord and any others specified by Landlord as additional insureds, will be delivered to Landlord prior to Tenant's 5 occupancy of the Premises 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 additional insureds entitling them to recover under such policies for any loss sustained by them, their agents and employees. All such policies maintained by Tenant will endeavor to 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 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 Premises by Tenant or any person claiming under Tenant; (2) any activity, work, or thing done or permitted by Tenant in or about the Premises, (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 Premises 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 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. 4 4 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 employees and agents with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease 4 5 Waiver of Subrogation. Tenant and Landlord hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the Premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance 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) the Premises is left vacant or are 6 abandoned, (ii) any part of the Monthly Rent or Parking Expenses are not paid when due, or (iii) 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. 5.2.1 To terminate this Lease, in which case Tenant's right to possession of the Premises 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. 5.2.2. 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. 5 3 Rights and Remedies 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 54 Quiet Enioyment. So long as Tenant performs all covenants and obligations contained in this Lease, Landlord warrants quiet enjoyment of the Premises by Tenant; provided that Landlord, its agents or representatives may enter upon and inspect the Premises 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 5 5 Liens. Tenant will keep the Premises free and clear of all mechanics' liens and other liens on account of work done for Tenant or persons claiming under Tenant. 5 6 Environmental Matters. 5 6 1 Tenant's Obligations Tenant will not cause or permit the storage, treatment or disposal of any Hazardous Materials in, on, or about the Premises by Tenant, its agents, employees or contractors Tenant will not permit the Premises to be used or operated in a manner that may cause the Premises or any part of the Premises to be contaminated by any Hazardous Materials in violation of any Environmental Laws. Tenant will not use or permit the Premises to be used for maintenance of its vehicles Tenant will be solely responsible for and will defend, indemnify, and hold Landlord, its agents and employees harmless from and against all direct claims, 7 costs, and liabilities, including attorneys' fees and costs, arising out of or in connection with Tenant's breach of its obligations in this Section. 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 Premises. Tenant's obligations under this Section shall survive the expiration or other termination of this Lease. Hazardous Materials "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.0 651 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") 5.7 Termination. At the expiration or other termination of this Lease, Tenant will promptly quit and surrender the Premises to Landlord in good order and repair, ordinary wear and tear excepted All effects, additions and improvements on the Premises 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 5.8 Assignment and Subletting. Tenant shall not assign or sublet the Premises without the written approval of Landlord, which approval is at 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) 5.9 Subsequent Landlord. In the event of any sale or lease of Landlord's interest in the Premises, 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 5.10 Notices. Notices and other communications required under this Lease shall be in writing and shall be deemed given upon personal delivery; or three (3) business days after deposit in the United States mail, first class, postage prepaid, certified, return 8 receipt requested, or one (1) business day after timely delivery to an overnight courier, to the addresses as set forth in Section 1 1 Either party may by similar notice change the address to which future notices or other communications shall be sent. 5 11 Time is of the Essence. Time is of the essence for each and every provision of this Lease 5 12 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 13 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 building, 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 14 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 Premises and will defend, indemnify and hold the other party harmless from any claims or damages, including reasonable attorney& fees, arising from any breach of this provision 5.15 Authority. 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 16 Entry by Landlord. Landlord, its agents, employees, and contractors may enter the Premises at any reasonable hour 5 17 Governing Law. This Lease will be governed by and construed pursuant to the laws of the State of Washington, and the ordinances and regulations of the City 5 18 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 19 Late Rent. Any installment of Monthly Rent, Parking Expenses or additional rent not paid (within five (5) days) of) 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 or additional rent not paid when due will accrue interest at the default rate of the Prime Rate plus 5% per annum, but in no event 9 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 5.20 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, non-disturbance 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 TENANT City of Auburn, a municipal corporation By By, Its //� D Its V6C ?-'tSi3O&A / 10