HomeMy WebLinkAbout05-030 - Sound Transit - Park Land Leasei .7OUNDTRANSIT
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LEASE AGREEMENT
Link Segment: 750
R/W and Parcel Nos.
TUK026.1 1023049057
Landlord: City of Tukwila
Junugry
1. Parties. This Lease, dated for reference purposes as of December 1 0 , 2004;
is between the City of Tukwila ("Landlord"), and Central Puget Sound Regional Transit Author-
ity, a regional transit authority organized under Washington law ("Tenant").
2. Lease. Landlord hereby leases to Tenant, and Tenant hereby leases from Land-
lord, the Premises hereinafter described, subject to the terms, conditions, covenants, and condi-
tions hereinafter set forth.
3. Premises. As used in this Lease, a reference to "Premises" is to the land legally
described on Exhibit "A" attached hereto and incorporated by this reference, together with any
improvements located on the Premises.
4. Term.
4.1 Initial Term. The term of this Lease is 24 months. The Lease Com-
mencement Date shall be the date of initiation of Tenant's construction activities, but no sooner
than March 1, 2005, and shall remain in force for 24 months (the "Term"). Tenant shall provide
fourteen (14) days written notice to the Landlord prior to commencement of the lease Term.
4.2 Option to Extend. The Tenant shall have the option to extend the Term of
this Lease for an additional period of up to 12 months on the same terms and conditions as this
Lease, except for the payment of rent. After the exercise of the option to extend, all references in
this Lease to the term shall be considered to mean the term as extended, and all references to
termination or to the end of the term shall be considered to mean the termination or end of the
term as extended. The Term and the Option to Extend shall not extend the Term of the Lease
beyond 36 months from lease commencement date unless additional extension(s) are mutually
agreed to by the Parties. The Tenant's right to exercise the option to extend is subject to the fol-
lowing conditions precedent:
4.2.1 The Lease shall be in effect at the time notice of exercise is given and on
the last day of the prior term.
4.2.2 The Tenant shall not be in default under any material provision of this
Lease at the time notice of exercise is given or at the time the renewal term is to commence; pro-
vided that a party shall not be deemed to be in default unless the other party has notified that
party in writing of the claimed breach and the period provided by this Lease for curing such de-
fault has expired.
4.2.3 Compliance with the following procedure for exercising options:
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4.2.3.1 At least thirty (30) days before the last day of the initial term,
the Tenant shall give the Landlord notice in writing irrevocably exercising the option. Such no-
tice shall include the period of time for which the Tenant is exercising the option (e.g., one
month, six weeks, the full one year).
5. Use. Beginning on the Lease Commencement Date, Tenant may use the Premises
for the purpose of storage and staging of personnel, materials and equipment related to construc-
tion of its rapid transit facilities to be located in the vicinity of the Premises, and for activities
related thereto, but for no other purpose without the prior written consent of Landlord, which
Landlord may grant or deny, in Landlord's unfettered discretion. Tenant's use and occupancy of
the Premises shall at all times be in full compliance with applicable laws and regulations, includ-
ing applicable City regulations, and any cost of compliance shall be borne by Tenant.
6. Rent.
6.1 Initial Term. Prior to the Lease Commencement Date, Tenant shall pay
Landlord a sum of Two Hundred Thirty Three Thousand Eight Hundred Dollars
($233,800.00) as full rent for the initial term. No additional base monthly or periodic rent shall
be payable during the initial term hereof.
6.2 Extension Term. The rent for an extension term as to which the Tenant
has validly exercised an extension option shall be the sum of Nine Thousand Seven Hundred
Forty One & 66/100 Dollars ($9,741.66) per month, prorated for the period of the extension
exercised, payable on the first day of the extension term and on the first day of the calendar
month thereafter. In the event Tenant exercises its extension option for a period that includes a
partial calendar month, rent shall be pro -rated for that partial month.
7. Removal of Improvements and Personal Property. Landlord shall remove all
personal property located on the Premises before the Lease Commencement Date. In the event
Landlord has not removed such personal property when Tenant takes possession of the Premises,
Tenant shall have the right to remove and dispose of such personal property at Landlord's ex-
pense. Landlord shall pay the cost of such removal to Tenant within thirty (30) days of receiving
an invoice for such costs.
8. Taxes and Assessments. Landlord shall pay all real and personal property taxes,
general and special assessments, and other charges of every description levied on or assessed
against the Premises, improvements located on the Premises, personal property located on or in
the land or improvements, or the leasehold estate, to the full extent of installments falling due
during the term of this Lease, except for personal property taxes chargeable against Tenant,
which shall be the responsibility of the Tenant.
9. Hazardous Substances. Tenant shall not bring to or keep on the Premises, or
suffer or permit others to do so, any substance which is regulated as being dangerous, toxic, haz-
ardous, or harmful to persons or to the environment by any federal, state or local law or regula-
tion, except in strictest compliance with all laws and regulations governing the storage, handling
and transportation thereof, and Tenant shall in no event release or permit others to release on the
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Premises any such substances. Tenant shall be liable to Landlord, and shall defend, indemnify
and hold Landlord and Landlord's successors in interest harmless from any loss, damage, cost or
expense incurred on account of Tenant's breach of these duties to include, without limitation, li-
ability for inspection costs, cleanup costs, engineers' and consultants' fees, civil or criminal fines,
damages or penalties, and attorneys fees incurred in connection therewith or in enforcing this
indemnity. Landlord agrees to provide Tenant with a copy of the Environmental Evaluation of
the Premises obtained by Landlord within the last year. Tenant shall not use, generate, manufac-
ture, produce, store, release, discharge or dispose of on, under or about the Premises any Hazard-
ous Substance except in compliance with Environmental Laws. The term "Hazardous Sub-
stance" means any hazardous or toxic substance, material or waste, pollutants or contaminants,
as defined, listed or regulated now or in the future by any federal, state or local law, ordinance,
code, regulation, rule, order or decree regulating, relating to or imposing liability or standards of
conduct concerning, any environmental conditions, health or industrial hygiene, including with-
out limitation, (i) chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos and
(iv) polychlorinated biphenyls. The term "Environmental Law" means any federal, state or local
law, statute, ordinance, regulation or order pertaining to health, industrial hygiene, environmental
conditions or hazardous substances or materials including those defined in this Lease as "Haz-
ardous Substances." Tenant agrees to conduct an Environmental Evaluation of the Premises at
the conclusion of the Lease and remediate any hazardous substances as required by applicable
Environmental Laws and resulting from Tenant's use and occupancy of the Premises.
10. Default; Remedies.
10.1 Tenant's Default. Each of the following events shall be a default by Ten-
ant and a breach of this Lease:
10.1.1 Abandonment or surrender of the Premises or of the leasehold es-
tate, or failure or refusal to pay when due any installment of rent or any other sum required by
this Lease to be paid by Tenant, or to perform as required or conditioned by any other covenant
or condition of this Lease. Failure to occupy the Premises shall not be deemed abandonment or
surrender.
10.1.2 Failure by Tenant to perform any obligation hereunder to Landlord
as and when due.
10.2 Notice and Right to Cure. As a precondition to pursuing any remedy for
an alleged default by Tenant, (the word "default" to include breach), Landlord shall, before pur-
suing any remedy, give written notice of default to Tenant stating that the notice was for the pur-
pose of notice under this provision. Each notice of default shall specify in detail the alleged
event of default and the intended remedy. Tenant shall have ten (10) days from receipt of such
notice to cure the alleged default before Landlord pursues any remedy therefor; provided, that if
the default specified is of a nature that cannot reasonably be cured within ten days, then Tenant
shall not be in default if Tenant commences a cure within such ten-day period and diligently
prosecutes the cure to completion.
10.3 Landlord's Remedies. If any default by Tenant shall continue uncured fol-
lowing written notice of default as required by this Lease and the expiration of the period al -
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lowed for cure, Landlord may, in addition to any remedies available to Landlord at law, termi-
nate Tenant's rights under this Lease by giving Tenant notice of termination. Promptly after no-
tice of termination, Tenant shall surrender and vacate the Premises in the condition required at
the expiration of the Lease term, and Landlord may reenter and take possession of the Premises
and eject all or any parties in possession. Termination under this paragraph shall not relieve
Tenant from the payment of any sum then due to Landlord or from any claim for damages previ-
ously accrued or then accruing against Tenant.
11. Insurance. Tenant shall pay for, keep in force and maintain at all times during
the Lease term, public liability insurance and property damage insurance with combined limits of
$2,000,000.00 (Two Million Dollars), naming Landlord as additional insured, and Tenant will
furnish Landlord with a certificate of such insurance.
Tenant, its successors or assigns, will protect, indemnify and hold harmless Landlord, their au-
thorized agents and employees from all claims, actions, costs, damages or expenses of any nature
whatsoever by reason of the acts or omissions of Tenant, its assigns, agents, contractors, licen-
sees, invitees, employees, or any person whomsoever, arising out of or in connection with any
acts or activities authorized by this Lease.
Tenant further agrees to defend Landlord, their agents or employees in any claim or litigation,
including payment of any costs or attorneys' fees for any claims or action commenced, arising
out of, or in connection with, acts or activities authorized by this Lease, whether those claims,
actions, costs, damages or expenses result from acts or activities occurring on or off the Prem-
ises.
12. Miscellaneous Provisions.
12.1 Waiver. No waiver of any default shall constitute a waiver of any other
breach or default, whether of the same or any other covenant or condition.
12.2 Attorneys' Fees. If either party brings any action or proceeding to enforce,
protect or establish any right or remedy under this Lease, the prevailing party shall be entitled to
recover from the other party its reasonable attorneys' fees and related costs incurred therein, or in
preparing therefor, or in any appeal therefrom.
12.3 Notices.
12.3.1 As used in this Lease, notice includes but is not limited to the
communication of notice, request, demand, approval, statement, report, acceptance, consent,
waiver, and appointment. No notice of the exercise of any option or election is required unless
the provision giving the election or option expressly requires notice. Rent shall be sent in the
manner provided for giving notice.
12.3.2 All notices must be in writing.
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12.3.3 Notice is considered given either (a) when delivered in person to
the recipient named or (b) three days after being deposited in the United States mail in a sealed
envelope, certified mail, return receipt requested, postage prepaid, addressed by name and ad-
dress to the party or person intended as follows:
To Landlord: Attn: Bruce Fletcher, Director
Tukwila Parks and Recreation Department
12424 42nd Avenue S.
Tukwila, WA 98168
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To Tenant:
Sound Transit
401 S. Jackson Street
Seattle, WA 98104
Attn: Real Estate Department
with a copy to:
Jennifer Belk
Legal Counsel
Sound Transit
401 S. Jackson Street
Seattle, WA 98104
12.3.4 Either party may, by notice given at any time or from time to
time, require subsequent notices to be given in the manner set forth above to another individual
person, whether a party or an officer, or representative, or to a different address, or both.
12.4 Captions. The captions of the various articles and paragraphs of this Lease are for
convenience and ease of reference only and do not define, limit, augment, or describe the scope,
content, or intent of this Lease or of any part or parts of this Lease.
12.5 Entire Agreement. This Lease, together with the Residential Lease and the Stipu-
lation contain the entire agreement between the parties. No promise, representation, warranty, or
covenant not included in this Lease, the Residential Lease or the Stipulation has been or is relied
on by either party.
12.6 Severability. The invalidity or illegality of any provision shall not affect the re-
mainder of the Lease.
12.7 Successors. The covenants and conditions of this Lease shall be binding on and
shall inure to the benefit of the heirs, successors, executors, administrators, assigns, and personal
representatives of the respective parties.
12.8 Counterparts. This Lease may be executed in two or more counterparts, each of
which shall be an original, but all of which shall constitute one and the same instrument.
Dated as of the day and year first above written.
12.9 Access to Hill Area. City Park Staff and its volunteers shall be permitted access
to the "Hill Area" adjacent to and not included within the Premises subject to this Lease, dur-
ing the entire Term of this lease: PROVIDED that City Staff and/or its volunteers shall not ac-
cess the "Hill Area" through the Premises without prior written consent of the Tenant.
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Tenant:
Landlord:
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Central Pu
a region
By:
Its: b►("),w-P..o Jr- -2.14've
and Regio - ransit Authority,
it a tho organized under Washington law
City of Tukwila
Steve Mullet, Mayor
Shelley Kerslake, City Attorney
Bruce Fletcher, Parks & Recreation Director
Cascade Land Conservancy Concurrence
Whereas the Cascade Land Conservancy is the "Grantee" of a "Grant of Permanent Access and
St . rdship Easement" dated March 10, 2004 and whereas such agreement assigns "Steward-
ship" rights to the Gr - . cade Land Conservancy hereby concurs with this lease.
uvernoy, Presid: nt, CLC
SOUND TRANSIT
By:
Name:
Title: Sound Transit Legal Counsel
Date: 0a/d S�
APPR 1 ED AS TO FORM
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STATE OF WASHINGTON )
) §
COUNTY OF KING )
On this
5
0T+4 day of -IAN vary , 200y,
before me, the undersigned notary pub ict in and for the State of Washington, duly commissioned
and sworn, personally appeared o i , to me known to be the - - • : - . '
1s= of Central Puget Sound Regional Transit Authority, a regional transit authority organized
under Washington law, the authority that executed the foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said authority, for the uses and pur-
poses therein mentioned, and on oath stated that he/she was duly authorized to execute the same.
WITNESS my hand and official seal hereto the day and year in this Certificate first
above written.
NOTARY PUBLIC
STATE OF WASHINGTON
MICHAEL J. MASSE
My Appointment Expires
SEPTEMBER 11, 2006
STATE OF WASHINGTON )
) §
COUNTY OF KING )
Signature: atilatif 4Aylz.._
Notary Public in and for the State of6/01,55.e._
Washington
Notary (print name) �, cLJ c J3 1 r ►��G se...
Residing at
My appointment expires: Se L. I I, L00 (o
I certify that I know or have satisfactory evidence that Bruce Fletcher signed this instrument, on
oath stated that she was authorized to execute the instrument and acknowledged it to be the free
and voluntary act of such party for the uses and purposes mentioned in the intrument.
Signature:
Notary Public in and for tl State of Washington
Notary (print name) 35.,(-196(-
Residing
rbaResiding at e e v\4- n W ak5 h'
My appointment expires: ?- GI - d -o
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