HomeMy WebLinkAboutContract . ,
� ,
CAG-18-251
OCCUPANCY AND HOLD HARMLESS AGREEMENT
THIS OCCUPANCY AND HOLD HARMLESS AGREEMENT ("Agreement"), dated for
reference purposes as p�zmbax_ �., 2018, is made by and between Matt West, an
individual and on behalf of his/her marital community ("Occupant"), and City of Renton,
a Washington municipal corporation (the "City").
I. RECITALS
A. The City owns and operates the Renton Municipal Airport ("Airport").
B. Under two lease agreements with the City, Kaynan, Inc. ("Kaynan") leased
premises on the Airport since 1984 (City file no. LAG 003-84) and 1985 (City file
no. LAG 011-85) (the two leases are hereinafter the "Leases"). The leased
premises were located in the Airport's southeast corner, addressed as 350
Airport Way (the "Premises").
C. The Premises are developed with five buildings and include hangar space.
Kaynan subleased a portion of the premises to Occupant. During the terms of
the Leases, Occupant was a tenant of Kaynan and was not a tenant of the City.
Attached hereto as Exhibit A is a copy of Occupant's lease with Kaynan for a
portion of the Premises.
D. The Leases had termination dates in 2016, but Kaynan remained on the Premises
on a month-to-month term after the termination date while Kaynan and the City
negotiated a new lease. In 2018, Kaynan elected to end negotiations for a new
lease, and the Leases formally terminated on October 1, 2018. Thus, between
the mid-1980s and October 1, 2018, Kaynan controlled the Premises.
E. In anticipation of the October 1, 2018, termination date, the City engaged a
consultant, Martyn Daniel LLC, to conduct an inspection of the five buildings
located on the Premises.
F. Martyn Daniel LLC provided a report to the City dated September 12, 2018 that
identifies deficiencies found in the five buildings including but not limited to the
following:
• Mold;
• Leaking roofs and walls;
• Other structural defects; and
• Improvements installed within the Premises that do not comply with
applicable codes or otherwise pose risk, including but not limited to
tenant-installed electrical work.
� �^� � � 6I�AL
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page 1 of 7
� .
, �
,
G. The deficiencies identified in the Report arose during the term of the Leases
while Kaynan controlled the Premises.
H. Occupant expressly acknowledges receipt of a copy of the Report and asserts
that Occupant had sufficient time ro review the Report prior to executing this
Apreement.
I. The Report estimates repair costs to total $1,088,693. Given the Report's high
estimated cost to repair the Premises' buildings, the City is not in a position as of
the date of this Agreement to repair the buildings. For that reason, the City will
not enter into a landlord-tenant relationship with Occupant. Thus, because (1)
Occupant was a tenant of Kaynan and not the City, (2) Kaynan's Leases
terminated October 1, 2018, and (3) the City will not enter into a landlord-
relationship with Occupant, Occupant has no legal right to remain on and use the
Premises.
1. Notwithstanding the foregoing, the City is sympathetic to Occupant's situation in
having Kaynan end its leasing arrangement with the City before Occupant
secured space elsewhere.
K. For the reason described in the preceding recital, the City is willing to forbear on
its rights to seek removal of Occupant from the Premises and is willing to allow
Occupant to remain on and use the Premises for a short period of time—and
further subject to notice to vacate—provided that Occupant agree to fully hold
the City harmless and comply with the City's terms and conditions. Occupant
acknowledges that it benefits from remaining on the Premises and from such an
arrangement and desires to enter into an agreement allowing such occupancy.
Occupant and the City mutually desire to execute this Agreement to set forth the
terms and conditions of their agreement.
L. Both parties acknowledge sufficient time prior to executing the Agreement to
review the Agreement and to retain and review with legal counsel of their
choosing, if they so choose.
11. AGREEMENT
For and in consideration of the mutual benefits to be derived and other valuable
consideration the sufficiency of which is hereby acknowledged, the parties hereby agree
as follows.
1. INCORPORATION OF RECITALS
The recitals above are fully incorporated as if set forth herein.
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page 2 of 7
2. OCCUPANCY OF PREMISES
Until the termination of this Agreement, Occupant may continue to occupy the same
portion of the Premises as authorized under Occupant's lease with Kaynan as indicated
in Exhibit A. The occupancy shall be subject to the following:
(a) Occupant expressly acknowledges that Occupant has decided to
occupy the Premises in Occupant's sole judgment after having read and
reviewed the Report and has not based its decision to occupy the
Premises on any assurance or representation from the City.
(b) Due to the Report's findings regarding the conditions of the
buildings on the Premises, Occupant shall not use the Premises for
human occupancy. For example, no office use, no repair work within the
Premises, etc.
(c) Occupant acknowledges and agrees to the following as-is and
where-is terms, disclaimers, and waivers, all of which shall survive the
termination of this Agreement:
1. Occupant assumes all risk of occupying the Premises.
2. The City makes no warranties whatsoever as to the condition
or suitability of the Premises, in light of the Report and/or
otherwise. THIS AGREEMENT IS MADE ON AN "AS IS, WHERE
IS" BASIS.
3. The City shall have no obligation or liability to Occupant,
whether arising in contract (including warranty), tort
(including active, passive or imputed negligence), or
otherwise, for loss of use, revenue or profit or for any other
incidental or consequential damages.
4. Occupant hereby releases the City from, and waives,
Occupant's entire claim of recovery for loss of or damage to
property or for bodily injury or death arising from or occurring
during occupancy of the Premises, including but not limited to
loss, damage, injury, or death arising from or related to any
deficiency identified in the Report.
(d) Occupant shall be responsible for any damage arising to the
Airport from the activity of Occupant on the Premises.
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page 3 of 7
(e) Occupant shall not make any improvements or alterations to the
Premises.
(f) In its occupancy of the Premises, the Occupant shall not violate
any applicable law, ordinance, deed, restriction or regulation affecting
the Premises or any part thereof.
3. TERM
This Agreement shall commence and take effect on the last date signed below (the
"Effective Date") and shall continue (unless earlier terminated) for the ensuing ninety
(90) days. Except in the event of an emergency, either party may terminate this
Agreement early by giving no less than 14 calendar days' notice of such termination to
the other party. In the event of an emergency, this Agreement may be immediately
terminated.
4. FEE
Occupant shall pay a monthly fee of three hundred dollars ($300.00) to the City as an
offset against the City's costs incurred in administeringthis Agreement. The first payment
shall be prorated and due to the City within fourteen (14) days of the Effective Date, and
subsequent payments shall be payable promptly in advance on the first day of each and
every month during the term of this Agreement. All payments shall be made to the City
of Renton, Administrative Services Department - Fiscal Services Division, 1055 South
Grady Way, Renton, Washington 98057.
5. HOLD HARMLESS
As a supplement to any other related provision in this Agreement and not as a limitation
in any way, Occupant will indemnify, defend, release and hold harmless, the City and its
officials, emptoyees, and other agents (hereinafter "Indemnitees") from and against all
actions, causes of action, liabilities, claims, suits, penalties, fines,judgments, liens,
awards, damages, or losses (including but not limited to loss of grant funds, obligations
to repay grant funds, or loss of other revenues) of any kind whatsoever (hereinafter
"Claims"), for injury to or death of any person (including without limitation claims
brought by invitees of Occupant) or damage to or loss of any property or cleanup of any
discharge or release by Occupant or violation or alleged violation of any law or
regulation, and expenses, costs of litigation, and reasonable attorneys' fees related
thereto, or incident to establishing the right to indemnification, to the extent such
Claims arise out of or are in any way related to this Agreement or the presence on the
Premises by Occupant or invitees. Occupant expressly waives any immunity under
industrial insurance whether arising from Title 51 of the Revised Code of Washington or
any other statute or source, to the extent of the indemnity set forth in this paragraph.
In the event that Occupant is successful in proving that the foregoing indemnity is
Renton Municipa)Airport—Occupancy and Hold Harm�ess Agreement
Page4of7
limited by RCW 4.24.115, Occupant shall defend, indemnify and hold harmless the
Indemnitees to the full extent allowed by RCW 4.24.115. In no event shall Occupant's
obligations hereunder be limited to the extent of any insurance available to or provided
by Occupant. Nothing in this section is intended to require Occupant to indemnify,
defend, or hold harmless from any Claims to the extent they arise out of the sole
negligence or willful misconduct of any of the Indemnitees.
This section shall survive the termination of this Agreement.
6. REMEDIES OF THE CITY
Upon termination of this Agreement, the City may enter the Premises, and by any lawful
manner, remove Occupant.
Each right and remedy provided for in this Agreement shall be cumulative and shall be in
addition to every other right or remedy provided for in this Agreement or now or
hereafter existing at law or in equity, and the exercise or beginning of the exercise of
any one or more of the rights or remedies provided for in this Agreement or now or
hereafter existing at law or in equity shall not preclude the simultaneous or later
exercise of any or all other rights or remedies provided for in this Agreement or now or
hereafter existing at law or in equity.
This section shall survive the termination of this Agreement.
7. NO WAIVER
No failure by either party to insist upon the strict performance of any agreement, term,
covenant or condition hereof or to exercise any right or remedy consequent upon a
breach thereof shall constitute a waiver of any such breach or of such agreement, term,
covenant, or condition. No agreement, term, covenant, or condition hereof to be
performed or complied with by either party, and no breach thereof, shall be waived,
altered or modified except by a written instrument executed by the parties. No waiver
of any breach shall affect or alter this Agreement, but each and every agreement, term,
covenant and condition hereof shall continue in full force and effect with respect to any
other then existing or subsequent breach thereof.
8. MISCELLANEOUS
A. No Assi�nment.
Occupant shall not assign this Agreement in whole or in part.
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page 5 of 7
B. Notices.
Where notice is required or otherwise given under this Agreement, it shall be
deemed sufficient, if such notice is addressed as shown below:
The City: Airport Manager
Renton Municipal Airport
616 West Perimeter Road, Unit A
Renton, Washington 98057
Occupant: Matt West
5500 Lake Langlois Rd NE
Carnation, WA 98014
If no contact information is listed for Occupant,
above, the City may use any reasonable means to
locate and notify Occupant.
All notices shall be given either by hand or by deposit into the United States mail
postage prepaid. Notices shall be deemed given when delivered if given by
hand, or 72 hours after deposit into the United States mail. Formal notice may
be accompanied by a courtesy notice delivered via telephone call and/or
electronic mail.
C. Captions.
The marginal headings or titles to the sections of this Agreement are not a part
of the Agreement but are inserted only for convenience. They shall have no
effect on the construction or interpretation of any part of this Agreement.
D. Time is of the Essence.
Time is of the essence in the performance of all covenants and conditions of this
Agreement in which time is a factor.
E. Choice of Law.
This Agreement shall be governed by the Laws of the State of Washington,
without reference to its choice of law rules.
F. Complete A�reement.
This Agreement contains the entire and complete agreement between the
parties hereto, with all previous negotiations, warranties, covenants, conditions
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page6of7
and promises being merged herein. The City and Occupant further agree that no
alteration, amendment or modification to this Agreement shall be binding upon
the City or Occupant unless same is first reduced to writing and signed by both
the City and Occupant.
G. Counterparts. �
This Agreement may be executed in any number of counterparts, each of which
when executed and delivered shall constitute an original Agreement, but all of
which together shall constitute one and the same Agreement.
Executed by the parties:
OCCUPANT THE CITY OF RENTON
By: �� �'�`'� � By: M�w�
Printed name: /'�I�'i7"/�..Q►.� �- eS Denis Law, Mayor
Company (if applicable):
Title (if applicable): Date signed: L� D
Date signed: ��� ��� — �U ��
Attested to By:
�� � ; � �
Jason eth, City ler
Approved as to Form By:
.+rsl���� �
Shane Moloney, City Attorney
\\\`����«�„������,,,��
oF �e�rr ��,
,, ,,
.� �, %
;,��` ,,,,,,,,,,,,,,,,,,,, ,y ,,,
'��,�= � �J = �,
��` - �� � � =
.� -� �.
'e. 'L ''�, `,.� �, `'
�i� �'� ���ii��������o Q'�• `���
����i���P�RA'EO S�`���`�
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
Page 7 of 7
EXHIBIT A
HANGAR LEASE AGREEMENT
THIS HANGAR LEASE AGREEMENT made and entered inta this��day of
��a ,�[.�, by and between KAYNAN, INC., hereinafter cafled Lessor,
and M c� t'` 7'� t-,/-e s�'`, hereinafter c�lled Lessee:
WITNESSETN:
WHEREAS, KAYNAN, INC., is the owner of airplane hangar#��, located at
350 Airport Way, Renton, Washington 98057, and
WHEREAS, Lessor is desirous of ieasing certain space in their hangar to
Lessee for purpose of s#oring Lessee's airplane, and
WHEREAS, Lessee is desirous of leasing certain space in �essor's hangar for
purpose of storing Lessee's airplane;
NOW, THEREFORE, in consideration of the mutual covenants and promises
expressed herein, the parties agree as follaws:
1. Lessor shal! lease to Lessee certain space in the above described airplane
hangar for the purpase of staring the Lessee's T
l�eeG� Gr �� sh+�o(O�whrr �r1.5 � k/
{description and registration number)
2. For rental of the above-mentioned space,the l.essee shall pay to the Lessor a
cleaning deposit of$100, refundable upon request if the hangar is left clean
and swept out upon vacating, and the sum of$�'"'� per month due, in
advance, on the first day of each and every month.
3. This Lease Agreernent shall be on a "month-ta-month" basis with each party
being entitled to terminate this Lease Agreement pursuant to the Landlord-
Tenant Laws of the State of Washington.
4. Lessee shall use the leased premises solely for the storage af his airplane.
5. The Lessee shall not have the right to assign this Lease Agreement nor to
sublet his storage space without the prior written consent of the Lessor.
6. The Lessee agrees that he wili defend and indemnify the Lessor on any and a!I
claims, lawsuits or other proceedings arising in connection with the Lessee's
use and occupancy of the airplane hangar.'This includes, but is not limited to,
a situation where#he Lessee causes damage to an aircraft belonging to
another tenant and that tenant comrnences legal proceedings against the
landlord and/or the Lessee herein.
7. In the event the Lessee shall fail to keep and perform any of the cavenants
and agreements herein contained, including the payment of rent,the Lessor
may terminate this Lease Agreement and may avail himself of all rights set
forth in the State Landlord-Tenant Act. This would include the right to require
that the Lessee remove his aircraft from the premises and includes the further
right to seek damages for all unpaid rents.
8. If, by reason of any default or breach on the part af either party in the
performance of any of the provisions of this Lease, a legal action is instituted,
the losing party agrees to pay ali reasonable costs and attorney's fees in
cannection therewith. !t is agreed that the event of any legal action brought
under the terms of this Lease shalf be in King County,Washington.
9. The covenants and agreements of this Lease shall be binding upon the parties,
their heirs, executor, administrat�rs,successors and assigns.
10. Any natice required to be given by either party to the other shall be deposited
in the United States mail, postage prepaid, and addressed as follows:
LESS�R: KAYNAN, INC.
350 AIRPORT WAY
RENTON, WA 98057
LESSEE: l�'�0,�1~ west
ssa� �.�kp La�.-►3/oi s �o� /VE
Cavr+a,�;vH . wA 9`&D/y
IN WITNE5S WHEREOF,the parties hereto have set their hands this �� day
of J ���e , 2 G 16,
LESSOR:
KAYNAN, INC.
LESSEE: � ��n���� �^�`�''T
(C:ODC.FORMS.HANGAR LEASE AGREEMENT)(8/99)