HomeMy WebLinkAboutITEM VIII-B-2
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CITY OF *
AGENDA BILL APPROVAL FORM
WASH[NGTON
Agenda Subject: Resolution No. 4638 Date: August 25, 2010
Department: Attachments: Budget Impact:
Human Resources Resolution No. 4638
Administrative Recommendation:
City. Council adopt Resolution Na 4638.
Backg_round Summary:
. A resolytion authorizing the Mayor and City Clerk to execute a parking Iot agreement between the Gity. of
Au6um and Aubum Regional Medical Genter
S0907-1
A3.17 -
Reviewed by Council & Committeesc Reviewed byDepartments, & Divisions:
❑ Arts Commission COUNCIL COMMITTEES: ❑ Building p M&0
~ ❑ Airport 0 Finance ❑ Cemetery ❑ Mayor
❑ Hearing Examiner 0'MuniapalServ: ❑ Finan.ce ❑ Parks
[:1 Human Services ❑ Planning & CD ❑ Fire. ❑ Planning
p Fark Board ❑Public Works ❑'Legal ❑ Police
❑ Planning Gomm. ❑ Other ❑ Public Works ❑ Human Resources
❑ Information Services
Action:
Committee Approval: ❑Yes []No '
Council Approval: ❑Yes ONo Call for Public Hearing
Referred to: Until
Tabled Until
' Councilmember: Backus Staff: . Meineman
' Meetin Date: Se tem6er 7, 2010 Item Number: VIII.13.2
~YT ~
BURN * NLORE THAN YOU IMAGINED
riU
RESOLUTION NO. 4_6_3 8
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
PARKING LOT LEASE AGREEMENT BETWEEN
THE CITY OF AUBURN AND AUBURN REGIONAL
MEDICAL CENTER
WHEREAS, the City of Aubum owns a.parking lot situated on of King
County Tax Parcels 0492000460; 049200461 and 049200463; and
WHEREAS, Auburn Regional Medical Center desires to lease a number
of parking stalls within the lot at a price that is acceptable to the City.
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 fo execute a Lease Agreement between the City of
Auburn and Aubum Regional Medical Center for parking stalls, which
agreement shall be in substantial conformity with the Mel's Parking Lot Lease
Agreement 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. 4638
August 24, 2010
Page 1 of 2
t
Section _3. This resolution shall be in full force and effect upon
passage and signatures hereon.
Signed this day of , 2010.
CITY OF AUBURN
PETER B. LEWIS, MAYOR
. ATTEST:
Danielle E. Daskam, City Clerk
APP VED TO FORM: -
D iel' T. eid, City Att ey
Resolution No. 4638
August 24, 2010
Page 2 of 2
MEL'S PARIING LOT LEASE AGREEMENT ,
TH19 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 Mairi St., Auburn, WA 98001
(c) Tenant; Auburn Regional Medical Center (ARMC); a Washington
corporation
(d) Tenant Address: Plaza One, 202 North Division Street, Auburn,
WA 98001
(e) Pazking Lot: Pazking Lot located at King County Tax Parcel ID
nos. 0492000460, 0492000461 and 049200463.
( fl Pazking Stalls; Tenant shall lease from the Landlord a portion of
the Parking Lot comprising of forly three (43) parking stalls as
identified in tlie "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. Rentt.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'seven hundred twenty and
00/100 dollars ($1,720) in rent plus two hundred twenty and 85/100
dollazs ($220.85) in leasehold excise tax for a minimum monthly total of
one thousand nine hundred forty and 85%100 dollars ($1,940.85).
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 Sta11s, based on its own inspection and not relying on any statement of the
condition of the Parking Sta11s by Tenant or its agents, in its present "as-is" condition.
2.2 Use. Tenant shall use the Parking Sta11s only for the purpose of parking
motor vehicles and purposes incidental to that use. Tenant sha11 not a11ow the Parking
Stalls to be used for any unlawful purposes or for purposes that may result in a violation
of any local, sta.te or federal laws, statutes or ordinances applicable to the Parking Sta11s.
2.3 Maintenance and Repair. Tenant agrees to keep the Parking Stalls in good
order and repair.
2.4 Term. The duration of the Lease sha11 be the Term: The Term will
. commence on the Commencement Date and will expire on ttie Expira.tion 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 Monthlv Rent. Tenant shall pay the 1Vlonthly Rent to Landlord as rent for
the Parking Stalls. Monthly Rent will be paid in advance, to Landlord at City of Aubum
- 25 West Main Street, Auburn, WA 98001, or to such othei 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 thari 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 and Gazage Keeper's
Legal Liability form including, without limitation, personal injury, death of persons or
damage to property occurring in, on, or abouf 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 Sta.te
_ where the Pazking Lot is located, including employer's liability insurance in the limits
required by the laws of the State where the Pazking Lot is located;
(c) Auto Liability for all owned, hired, or non-owned veliicles on the
Parking Lot, 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 maintairied
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 mainta.ined 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, judgrnents, 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 perinitted by Tenant in or about
the Parking Lot; (3) any breach by Tenant ar its employees, agents, contractors or invitees of this
Lease; and (4) any injury, loss or damage to the person, properiy or business of Tenant, its
employees, agents, or contractors or any invitees entering upon ttie Parking Lot under the express
or implied invitation of Tenant. If any actio.n or proceeding is brought against Landlord or its
employees or agents by reason of any such claim for which Tenant has indemnified Landlord,
3
Tenant, upon written notice from Landlord, will defend the same at Tenant's expense with
counsel reasonably safisfactory to Landlord.
(b) Waiver and Release. It is further specifically and expressly
understood that the indemnification provided herein constitutes the Tena.nt'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 DefaulY" 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
Pazking Stalls will cease and this Lease will be termina.ted 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 attomey, the prevailing party in the
dispute will be entitled to receive its reasonable attorney"s' fees in addition to the other
damages and costs recoverable under this Lease.
53 4uiet Enjovment. So long as Tenant performs all covenants and
obligations contained `in this Lease, Landlord warrants quiet enjoyment of the Parking
Stalls by Tenant; provided tliat I;andlord, its agents or representatives may enter upon and
inspect the Parking Sta11s at reasonable times upon reasonable notice. Landlord's failure
to comply with this Section sliall not give Tenant any right to terminate this Lease, to
abate or reduce the Monthly Rent, Opera.ting Expenses or fail to perform any of Tenant's
obligations hereunder.
5.4 Liens. Tenant will keep the Parking Lot free and cleaz of a11 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 Obligations.
~
(1) Tenant will not cause or permit the storage, treatment or
disposal of any Hazazdous 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 Paxking Lot to be
contaminated by any Hazazdous 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 a11
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 sha11 survive the expiration or other termina.tion
of this Lease.
(b) Definitions.
"Hazazdous Materials" means asbestos, petroleum products,
explosives, radioactive materials, hazardous waste, hazardous. substances, or hazazdous
materials including, without limitation, substances defined as "hazardous substances" in
the Comprehensive Environmental Response Gompensadon 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,
pursuant to Sections 2.4, 5.2, or 5.8 hereof, or through any other process or provision
hereunder or through any remedy available under the law, Tenant will promptly quit and
surrender the Parking Sta11s to Landlord in good order and repair, ordinary weaz and teaz
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 Assiwiment 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 ar
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 a11 covenants and obligations
hereurider, and this Lease sha11 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 sha11 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 parry may by similar
notice change the address to which future notices or other communications sha11 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,
condifion, 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, CLAIIVI 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 CONIVECTION 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 STATLJTORY REMEDY,
LANDLORD AND TENANT EACH HEREBY K1vOWINGLY AND VOLUNTARILY
WAIVES TRIAL BY JiJRY. IF LANDLORD COMMENCES ANY SUNIMARY
FROCEEDING FOR NONPAYMENT OF RENT, TENANT WILI; 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 fmder with
6
regard to the Parking Stalls 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 Authori. Each of the parties executing this Lease on behalf of the
Tenant or the Landlord represents to the other party tha.t such party is authorized to do so
, by requisite action of the party to this Lease.
5.15 Entrv bv Landlord. Landlord, ifs agents, employees, and contractors may
enter the Earking 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. T'his 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 sha11
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 Wadl 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.
7
EXECUTED as of the day and year first above written:
LANDLORD: TEIVANT:
, City of Auburn;'a Washington
municipal corporation
By:. By:
Its: Its:
8
EXHIBIT "A"
Sf TE PLAN
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