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HomeMy WebLinkAbout4302RESOLUTION NO. 4 3 0 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF AUBURN AND QWEST CORPORATION FOR PARKING LOT SPACES WHEREAS, the Qwest Corporation is owner of a parking lot located at 310 A Street Southwest in Auburn, Washington; and WHEREAS, the City of Auburn desires to lease the parking lot from the Qwest Corporation at a cost that is acceptable to the City; and WHEREAS, it is in the public interest for the parties to enter into a lease agreement for the parking lot. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor of the City of Auburn and the Auburn City Clerk are hereby authorized to execute a Lease Agreement between the City of Auburn and Qwest Corporation for a parking lot which agreement shall be in substantial conformity with the Agreement a copy of which is attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 4302 January 29, 2008 Page 1 of 2 Section 3. This Resolution shall be in full force and effect upon passage and signatures hereon. Dated and Signed this -e day of c? c" 2006. DEITY OF AUBU . _ PETER B. LEWIS MAYOR ATTEST: Danielle E. Daskam, City Clerk Resolution No. 4302 January 29, 2008 Page 2 of 2 PARKING LOT LEASE AGREEMENT THIS PARKING LOT LEASE AGREEMENT (this "Lease") is entered into by and bete en Landlord and Tenant, as described in the following basic lease information, as of the - day of` , 2008. 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: Qwest Corporation, a Colorado corporation (b) LANDLORD'S ADDRESS: Qwest Corporation 1801 California Street, 46 h Floor Denver, CO 80202 Attn: Vice President of Real Estate With a copy at the same time and in the same manner to: Equis Corporation 8350 East Crescent Parkway, Suite 300 Greenwood Village CO 80111 Attn: Qwest Lease Administration Lease ID: BLWAR052A (c) TENANT: City of Auburn, a Washington municipal corporation (d) TENANT ADDRESS: 25 West Main St., Auburn, WA 98001, Attn: Rob Roscoe (e) PARKING LOT: Parking lot located at King County Tax Parcel ID 3953900130 on 310 A ST SW in Auburn, Washington. (f) TERM: Two (2) years beginning on the Commencement Date and expiring on the Expiration Date. (g) COMMENCEMENT DATE: February 1, 2008. (h) EXPIRATION DATE: January 31, 2010. (i) MONTHLY RENT: $500.00 per month payable on the first day of each month during the Term. 1 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 parry to the other party. ARTICLE 3. RENT 3.1 Monthly Rent. Tenant shall pay the Monthly Rent to Landlord as rent for the Parking Lot. Monthly Rent will be paid in advance, to Landlord at QC Leasing, Department 1203, Denver, CO 80256-0001, 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 Additional ARTICLE 4. INSURANCE AND INDEMNITY 4.1 Tenant's Insurance. At all times during the Tenn, 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: (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) Insurance covering all of Tenant's machinery, equipment, and any other personal property owned by Tenant and located on or about the Parking Lot and any leasehold improvements to the Parking Lot, 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." All policy proceeds will be used for the repair or replacement of such property damaged or destroyed; and Tenant will be entitled to the remainder; however, if this Lease ceases, Tenant will in any event be entitled to any proceeds resulting from damage to Tenant's machinery, equipment, and other personal property; (c) 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; (d) 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 (e) Any additional insurance reasonably requested by Landlord to cover any unusual risks created by the nature of Tenant's use of the Parking Lot. 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 additional insureds, will be delivered to Landlord prior to Tenant's occupancy of the Parking Lot 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 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 cant'. 4.3 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 employees and agents with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease. 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 Parking Lot is left vacant or are 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: (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 terns 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 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. 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. 5.5 Environmental Matters. (a) Tenant's Obligations. (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"). 5.6 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. 5.7 Assignment 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). 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 1.1. 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 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.. 5.14 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. 5.15 Entry by Landlord. Landlord, its agents, employees, and contractors may enter the Parking Lot at any reasonable hour. 5.16 Governing 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, Parking Expenses or additional 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 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 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 (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: Qwest Corporation, a Colora rporation By: 1 Its: .trec>?oY- lh t?4 ?S T TENANT: City ofA.uburn a Waybi mcipa'tcorporation By: Its: r4_/4l?_ 7