HomeMy WebLinkAboutContract CAG-18-247
OCCUPANCY AND HOLD HARMLESS AGREEMENT
THIS OCCUPANCY AND HOLD HARMLESS AGREEMENT ("Agreement"), dated for
reference purposes as I���nbz,� 1 ., 2018, is made by and between Steve Lysdale 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.
� � lGINAL
Renton Municipal Airport—Occupancy and Hold Harmless Agreement
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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 to review the Report prior to executinq this
Aqreement.
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.
J. 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.
II. 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
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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
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(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 administering this 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 HARMLE55
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, employees, 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 Municipal Airport—Occupancy and Hold Harmless Agreement
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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
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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: Steve Lysdale
Factoria Aircraft Salvage Inc
Bellevue, WA 98007
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
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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:
Printed name: s'S E��T���zE 1� Denis Law, Mayor
Company (if applicable):
Title (if applicable): Date signed: �� 3D d
Date signed: C��'i ,��� a,� ��
Attested to By:
1
�
Jason , City Cle
Ap roved as to Form By:
_....���'
Shane Moloney, C y Attorney
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Renton Municipal Airport—Occupancy and Hold Harmless Agreement
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� _ � EXHIBITA ---- r�
/
?, AERO-DYNE ` L�',Z1��Z:0G; : S
AIRCRAFT HANGAR PERMIT
.,,���r�'�.. �..�� c"��/�� ("Permittee") and Aero-Dyne �,F?131P G
("Owner") agree as follows:
1. �Subject to the terms hereof, Owner shall permit Permittee to
store an aircraft in Hangar No. /�_(hereinafter called the "Hangar")
at Renton Municipal. Airport. Except as provided in Paragraph 4 and
elsewhere herein, the term of this Permit and the rentals due here-
under shall continue on a month-to-tnonth basis until such time as one
party gives the other written notice of termination, as herein provided,
except that Owner may terminate this Permit upan not less than fifteen
days natice in case of nonpayment of rental. Either party may, upon
written notice to the other, delivered at least thirt� (30) days be-
fore the end of the calendar month, terminate this Permit without cause
at such effective date. If Permittee is in detault of any of his ob- •
ligations hereunder, Owner may, in addition to aIl other rights, give
written notice terminata.ng this Permit at any time, such terminatian
to be effective at the time set forth in such notice. Al1 notices �
hereunder to the Owiier shall be in writing and shall be addressed and �
mailed as follows: . '
. ___.__ . .:
AERO-DYNE 'L:�;A:;:L:JG �
� 330 'Airport Way � `
Renton, Washington 98055 �
,
All notices to the Permittee shall be in writing and shall be mailed
to the Permittee at the address indicated below. If any such notice
to the Permittee shall be returned by the United States Post Office E
Department, notice shall be given by posting the same on Hangar door. ,
2. Permittee shall: �
i
a. Pay to Aero-Dyne Leasinq �33�� Airport Way, Renton, '
Washington 98055, as rental for the right to use the Hangar as herein �
set farth, the sum of $ �i,�'" ��" per month ;
payable in advance. If the term hereof commences on other than the first �
� day of a month, the first month's rent shall be pro-rated on a daily t
basis. The monthly rental shall be due and payable on the first day of
each and every month during the term hereof. �
b. Not assign any interest of Permittee hereunder or sublet, i
license or permit any other party or parties to occupy any portion of the '
Hangar without approval of Aero-Dyne LL''AS'1'NC;""�� ' ,
.
t
-1-
(Aircraft Hangar Permit cont. }
c. Not conduct any charter, rental, repair, or instructional
,rvice, or any other caznmercial activity in or from the Hangar.
d. Keep the Hangar clean and free of debris and not place any
debris on the Ren�an Airport.
e, Not attach any hoisting or holding mechanism to any part
of the Hanqar or pass any such mechanism over the struts ar braces
therein. For purpases af this Permit, a hoisting mechanism shall be
deemed to include, but shall not be limited to, a chainball, block
and tackle or other hoisting device.
f. Indemnify the Owner, its officers, employees and aqents
against and hold said parties harmless from any and all claims, de-
mands, or liability which may arisa as a consequence of Permittee`s
presence, conduct, or operation upon Renton Municipal Airport or of
the acts or omissions of the Permittee.
g. Not park or leave aircraft on the taxiway or on the pavement
adjacent to the Flanqar door in a manner which unduly interferes with or
obstructs access to adjacent hangars.
h. Accept Hangar in "as-is" condition and shall be responsible
for their own maintenance.
' i. Ose the Hangar only to house the one airworthy aircraft
_nd necessary aircraft groundhandling equipment associated wi�h said
�ircraft, and park Permittee's auto inside during periods that said
Aircraft is out of the Hangar, if such auto is on Airpor� property at
the time the Aircraft is out of the Hangar.
3. Owner shall:
a. Provide reasonable access to the Hangars and public taxi-
. ways, ramps, and runways.
b. Periodically inspect the Hangar and keep the Hangar in re-
pair, Permittee to give prampt, written natice unto Aero-Dyne Corp. in
case of any defect, damage 4r need of repair.
4. Other provisions herein notwithstanding, in the event that
any sum payable hereunder by the Permittee shall not be paid within
thirty (30) days after the same becomes due, and upon written notice,
the �wner sha1Z proceed to remove therefram, all aircraft and other
property which may be contained therein in accordance with State law.
-2-
(Aircraft Hangar Permit cont.)
I have read and understand the foregoing and agree to be bound
thereby. I will notify the Owner or its Representative of any changes
in my address or aircraft ownership, and such notice to be given with-
in ten (10) days after any such event.
DATED this % day of 4' 19 -G
0
PERMITTEE
iJ.
_ ?
UV�Le
�i
Home .Address - City - Phone No —
Business Address - City - Phone No.
C_/. i,f?-c :'5 y3
Aircraft Make and Model
Registration Number
-3-
AERO-DYNE LEl1I�QG