HomeMy WebLinkAboutC-24 - Miller Refrigeration Lease Agreement - Expr 9-30-2023KITTITAS COUNTY AIRPORT
KITTITAS COUNTY AIRPORT
DEPARTMENT OF PUBLIC WORKs LE A SE
THIS LEASE made and dated this 1st day of October,2008,is by and between theCOUNTYOfKITTITAS,Washington,the Lessor hereinafter referred to as the "County",andLEROYMILLERDIBIAMILLERREFRIGERATIONtheLessee,hereinafter referred to as the"Lessee".
The County herewith agrees to let unto Lessee and Lessee herewith agrees to leasefromtheCountythefollowingdescribedrealproperty,situated in Kittitas County,Washington,to-wit:
Lot C-24 of the Kittitas County Airport Binding Site PlanTotalAcres-
.27 I Approximately11,900 Sq.Ft.
This lease is made in accordance with the provisions of Chapter 36.34RCW.This leaseissubjecttotheprovisionsofChapter59.12 RCW as currently existing or hereafter amended.
1)TERM-The term of this lease shall be for ten (10)years and will commenceonthe1stdayofOctober,2008,and shall terminate on the last day ofSeptember,2018.
2)-Rent shall be paid in advance for each year at a rate determined by the Lessor,plus leasehold tax,and fire protection and shall be as follows:
Rental RateTerm Leasehold Tax Total Per Year
($.065/Sq.ft.)
10/01/08 -9/30/09 $773.50 $99.32 $872.8210/01/09 -9/30/10 $773.50 $99.32 $872.8210/01/10 -9/30/11 $773.50 $99.32 5 872.8210/01/11 -9/30/12 $773.50 $99.32 $872.82¯¯10/01/12
-9/30/13 $773.50 $99.32 $872.829/30/13 Renegotiate Renegotiate Renegotiate
3)RENTAL RATE ADJUSTMENT:Pursuant to RCW 36.34.180 the rental for every fiveyearperiodthereafter,or part thereof,at the commencement of such period,shall bereadjustedandfixedbytheBoardofCountyCommissioners;
(a)After the fifth year,the Lessor shall have the right to readjust the rent on orbeforeOctober1"of the fifth year of this lease for each following five yearperiod;and the increase shall BE THE CUMULATIVE EFFECT OF THE CPlINDEXOVERTHEPREVIOUSFIVEYEARS.It is agreed between LESSOR
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and LESSEE that the following CPI Index will be used for future rentalincreases:
"CPI -AII Cities-AII Items Size Class D Under 50,000."
(b)If there is a mathematical dispute and the Lessee does not agree that the CPIindex,above listed,yields the rental rates for one of the subsequent five yearterms,the Lessee may request arbitration.If the Lessee elects to arbitrate,theLesseeshallselectonearbitratorandtheLessorshallselectonearbitratorandthetwosochosenshallselectathirdarbitrator.The arbitrators shall have theauthoritytocalculatetherentalrateforthenextfiveyearsbasedupontheabove-listed CPI index,and both parties shall be bound by the decision of thearbitrators.The cost of art)itration shall be borne by the Lessee.
4)LEASEHOLD TAX:Unless exempt from the requirement to pay leasehold taxes,theLessee shall pay to the County,the leasehold tax as set forth by the State ofWashington,in Chapter 61,Laws of 1976,Second Executive Session (RCW 82.29A)orasamended.The tax shall be due and payable at the same time the rental chargedhereinisdueandpayable.
5)FIRE PROTECTION ASSESSMENT:In addition to any rental herein provided,theLesseeshallpayafeewhichshallbeinlieuoftaxesforfireprotectionservices.The annual rate shall be based upon the annual fire assessment determined bytheKittitasCountyAssessorandKittitasValleyFire&Rescue to be calculatedonJanuary16ofthecurrentyear.The assessment shall be due and payableconcurrentlywiththeannualleasepayment.
6)MAINTENANCE:The Lessee covenants,promises,and agrees that it will performallroutinemaintenanceonsaidpremisesherebydemisedsoastokeepthesameinasgoodasconditionasthesamenowexists.Damage by fire,acts ofGodandreasonablewear,tear,and usage are excepted.
The Lessee further agrees that it will not commit waste,and that it will keep saidpremisesandgrounds,including those owned by the Lessee in a safe,sanitaryandorderlyconditionandingeneralshallcomplywithalltheapplicablegovernmentalrules,ordinances and regulations as may be required or imposedbysuchauthoritiesonsaidpremisesherebydemised,and shall comply with anydirectionpursuanttolawofanypublicofficerorofficerswhoshallbeempoweredtoenforcealllocal,state,and federal rules,regulations and ordinances upon theLesseewithrespecttothedemisedpremisesortheuse,occupancy,or controlthereof,or the conduct of any business therein,and shall not suffer any improperoroffensiveuseofsaidpremises.
The Lessee shall at all times comply with the rules and regulations relative tonoxiousweedsoftheWeedDistrictinwhichsaidleasedpremisesislocated.
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Lessee shall maintain the grounds in a neat and clean condition.This shallincludemowingorsprayingofgrassandweeds.All herbicides or other materialsusedforthecontrolornurturingofgrassandweedsshallbeusedinstrictaccordancewithallfederal,state and local statutes,rules and regulations.The Lessee shall have the right to install or place signs or posters anywhere onorabouttheleasedpremiseswhicharenotinviolationoflaw,rules or regulationandwhichdonotproduceahazardfortheCountyorotherLesseesorpersonsattheairport.All such installations shall be approved by the Airport ManagerandshallbeattheexpenseoftheLesseeandshallbewithinthepublicliabilitycoverage.
The Lessee shall not construct any buildings nor alter any existing facilitieswithoutfirsthavingthewrittenconsentoftheCountyherein,which consent shallnotbeunreasonablywithheld.
7)PURPOSE:Lessee may use the premises for the following permitted uses:
a.Light industrial use.
b.Any other use for which there is express prior written consent by the County.
8)RULES AND REGULATIONS:The Lessee agrees to comply with all the pertinentrulesandregulationsofthefederal,state and local governments,as well as therules,regulations,ordinances and the Minimum Standards for AeronauticalActivitiesattheKittitasCountyAirport(Bowers Field)(including,but not limited
to,the regulations of the D.O.E,F.A.A.,and E.P.A.,relating to agricultural aerialsprayoperationsandhazardouswastedisposal)as are presently in effect andmayinthefuturebeadopted.The Lessee acknowledges receipt of the MinimumStandardsforAeronauticalActivitiesapprovedbytheBoardofCountyCommissioners.
9)ENVIRONMENTAL PROTECTION:Lessee agrees to comply with all applicable federal,state,and local laws and regulations goveming environmental pollution control ineffectonthedateofexecutionofthislease.
10)INSPECTION:Lessee agrees that the County and its employees,and agents from theDepartmentofEcology,Environmental Protection Agency,and any othergovernmentalagencyinvolvedinenvironmentalprotection,have the right tomakeinspectionsanytimeduringnormaloperatinghours,without notice.If it isdeterminedthatLesseehasviolatedfederalorstateenvironmentalcontrollawsorregulations,upon ten (10)days written notice,Lessee must immediatelycommenceanddiligentlypursueapermanentsolutiontothesatisfactionoffederal,state or local agencies,or vacate the premises (as specifically providedforintheDefaultSectionherein).All costs required to remedy the problem shallbeattheexpenseoftheLessee.
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11)UTILITIES:The Lessee shall pay for all utility services supplied or available tothepremises.
12)LEASEHOLD IMPROVEMENTS:Upon termination of this lease,for whateverreasonandunderwhatevercircumstances,all improvements remaining upon theleasedpremisesbecomethepropertyofLessor,free and clear,without anyliabilitytoLessee.Should Lessor desire the removal of Lessee's improvements
upon the date of lease termination,Lessor shall give Lessee written notice toremoveallimprovementsandreturnthepremisestoitsstateasbeforethelease
at least thirty (30)days prior to the termination date for the lease.Upon removal,the premises shall be left in a neat and orderly condition,without debris and shallbegradedlevel.Should the premises not be left in such condition,after Lesseereceivedsuchnotice,Lessor may remove improvements and repair the premises
and seek reimbursement from Lessee in any manner allowed by law.
In consideration for a lease term of ten (10)years,Lessee promises and agrees
to construct the structure(s)described on Exhibit "A"attached hereto andincorporatedhereinbythisreference,as provided for in RCW 36.34.180.Also inaccordwithRCW36.34.180,Lessee agrees that,should Lessee fail to construct
the structure(s)described in Exhibit "A"within the first three years of the term ofthislease,this lease shall automatically terminate and Lessee forfeits any and allinterestinthepremises.No construction may be made without prior obtaining ofappropriatepermits,the responsibility for which is that of Lessee.
13)COUNTY'S LIABILITY:The County shall not be liable for any damage occasioned
by failure to keep said premises in good repair and shall not be liable for anydamagedoneoroccasionedbyplumbing,water,or sewage,or the breaking,leaking or running of any cistern,tank,water closet,water faucets,or wastepipesinoraboveoronoraboutsaidbuildingsorpremises,nor for damageoccasionedbywater,snow or ice being upon or coming through the roof,skylight,trapdoor,or otherwise,nor for any damage arising from the accident orneglectoftheLesseeoranyofitsmembersoranyLesseesoroccupantsofadjacentorcontinuousproperty.
14)ASSIGNMENT:The Lessee shall not assign this lease nor any portion thereof norsubletthepremisesnoranyportionthereof,without the written consent of the
County,however,the County shall not unreasonably withhold such consent.
15)HOLD HARMLESS:The Lessee shall indemnify and save the County,its officers andemployeesharmlessfromallloss,damage,liability,or expense (includingexpenseoflitigation)arising out of or resulting from the actual injury to,or death
of,any person,or from any actual loss of or damage to property belonging to anypersonuponorincidenttotheleasedpremises.
16)INSURANCE:The Lessee shall carry and maintain for the mutual benefit of the County
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KITTITAS COUNTY AIRPORT
and the Lessee,general public liability insurance against claims for bodily injury,death,or property damage occurring on,in or about the premises hereinabovedescribed.
The limits of liability of said premises liability coverage shall be in an amount not
less than $1,000,000 -(each occurrence),throughout the term of this lease.TheCountyreservestherighttoincreasetheamountofcoveragestatedinordertofacilitatefutureeconomicgrowth.The County shall also be named as additionalinsured.The Lessee shall provide the County a certificate of insurance as
evidence of proper insurance coverage at the time of the execution of this lease,and upon each anniversary date of any insurance coverage.The County shall
be notified not less than thidy (30)days in advance by a written notice of
cancellation,or any change in the insurance policy.
17)DESTRUCTION BY FIRE:In the event that the demised premises shall be damaged
by fire or other casualty to such an extent that the same are untenantable,then
this lease shall,at the option of either the County or the Lessee,be immediatelyterminatedandshallbeofnofurtherforceandeffect;provided,however,that therentalshallbeproratedfortheportionofthetimethattheLesseeisabletooccupythepremisesandallunusedrentpaidinadvanceshallbereturned.To
the extent of any proceeds from fire insurance provided on the demised premises
by Lessee,the same shall belong to Lessor to make use of as it sees fit.
18)INSPECTION:At all times during the term of this lease or any extension thereof,theCountyshallhavetherighttoenterintoanduponthedemisedpremisesduringreasonablebusinesshoursforthepurposeofexaminingandinspectingthesameanddeterminingwhethertheLesseeshallhavecompliedwithallofitsobligationshereunderinrespecttothecareandmaintenanceofthepremises
and all other terms and conditions thereof.
19)RIGHT OF U.S.GOVERNMENT:The County holds title to the property herein
leased,partially by virtue of a deed from the United States Government.A copyofsaiddeedisavailableforinspectionattheofficeoftheKittitasCounty
Department of Public Works,and is hereto made a part of this instrument as
though fully set forth herein.Lessee agrees that it will do nothing which will
cause the Lessor to be in violation of the terms of said deed.Lessee furtherwithagreesthatithashadampleopportunitytoreviewsaiddeedandisawareofallofthetermsandconditionstherein.
20)BANKRUPTCY:It is further agreed and understood that in case of the insolvencyorbankruptcyoftheLesseeoranyassignmentforthebenefitofcreditorsortheappointmentofareceiverfortheLessee,this lease shall be immediately forfeitedandshallbeofnofurtherforceandeffectandthattheTrusteeinBankruptcy,
Receiver,or Assignee for the benefit of creditors shall not have any rightswhatsoeverinthedemisedpremises.
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21)AFFIRMATIVE ACTION:The Lessee assures that it will undertake an affirmative
action program as required by 14 CFR Part 152,Subpart E.,to insure that no
person shall,on the grounds of race,creed,color,national origin,or sex be
excluded from participating in any employment activities covered in 14 CFR Part
152,Subpart E.The Lessee assures that no person shall be excluded on these
grounds from participating in or receiving the services or benefits of any program
or activity covered by this subpart.The Lessee assures that it will require that its
covered sub-organizations provide assurance to the County that they similarly
will undertake affirmative action programs and that they will require assurances
from their sub-organizations,as required by 14 CFR 152,Subpart E.,to the
same effect.
22)DEFAULT:In the event that the Lessee shall violate this lease,or any of its
conditions or terms as herein stated,the Lessor may terminate this lease by
giving ten (10)days written notice of the conditions or terms being violated and if
said violations are not corrected within the ten-day period,the lease may be
canceled,and the County shall be entitled to peaceably retake possession of the
premises,provided the Lessee shall have the right to remove improvements as
herein provided.
23)NOTICES:Any notice given by one party to the other in connection with this
agreement shall be in writing and shall be sent by certified or registered mail,
return receipt requested,as follows:
1.If to Lessor,addressed to:Kittitas County Department of Public Works
Attention:Airport Manager
411 N.Ruby,Ste.#1
Ellensburg,WA,98926
2.If to Lessee,addressed to:Leroy Miller
DBA Miller Refrigeration
314 W.12*
Ellensburg,WA 98926
Notice shall be deemed to have been received on the date of receipt as shown
on the return receipt.
24)ATTORNEY FEES:In case Lessor shall bring suit to recover any rent due hereunder,
or for breach of any provision of this lease,or to recover possession of the
leased premises,or if Lessee shall bring any action for any relief against Lessor,
declaratory or otherwise,arising out of this lease,the prevailing party shall
recover reasonable attorney's fees which shall be determined and taxed by the
court as part of the costs of such action.All covenants,agreements,terms and
conditions contained in this lease shall apply to and be binding upon Lessor and
Lessee and their respective heirs,executors,administrators,successors and
assigns.
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KITTITAS COUNTY AIRPORT
25)VENUE:In the event there is any litigation between lessor and Lessee arising out
of this lease,the venue for such action shall lie in Kittitas County,notwithstanding any
contrary provision of the Revised Code of Washington.
26)INTEGRATION:Exhibits and Recitals are incorporated herein by this reference.This
Lease embodies the entire agreement between the parties with respect to the subject
matter herein contained.No amendments or modifications hereof shall be enforceable
unless in writing,signed by the party to be charged.
IN WITNESS WHEREOF,the Lessor and Lessee have signed their names and affixed
their seals the day and year first above written.
BOEASRSDOOFR
COUNTY COMMISSIONERS
Mark M6Clain,Chair //'7 /03
oard ABSENT
Li d K.Huber,Commissioner
LESSEE
Approve m
P osecutingittorn$09 MIIIeÊ,A 191ÚlerRefrigeration
WSBA #7 Address:/
314 W.12th
Ellensburg,WA 98926
Telephone:(509)925-9293
Federal I.D.
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RECEIWeGPKIMOERKITTITASCOUNTYAIRPORTBINDINGSITEPLAIVLOCATEDINÞORTJONSOFSECTIONS2A24,25,&26.T18N.,8,78E.,WJd,KITTITASCOUNTY,STATEOFWASHINGTONIJ'GEND+SÆtripNcoguracoukon70FDitRSgtridNSQUARTÆRCUANXRCOMAGNranosamersaca•¢¯spilf.3dLore-2/si?Eera-rors-stSHEET6GRAPHICSCAIE300soooa-arareEncompassENGYlNGPHONE:(sop)074-7433Larestr>JeLof-At50RYORSCERTIFICATEsiAras.T.Man87¾!*rilopcorrecdy¢«presentsesurveysweaaeymeorundermygirectionklgunfortnootswithLFieretyirarrientsaltheSurveRecordwiActdiArtesegreear.garrartificateNo..Ñ2PAmeneig-JapatacconoenscravincaitWPROM.IAFWedforredusGuyof...200ÈatWNpdinboohË.ofatpegeitherequestofore-seossaoRALOYPETTITseenere-seh..11IGTTITASCOUNTYAIRPORT.4:,txtLOCATEDIMPTMS,OFBECTION22,2425&24T.3ek,AgatAsÆlBE.,Esi,WITFifASCOUNTY,STATEOftifASNINGTONOmBYDATE.IDS40.M.FAIOLA01/200806183p.ern<navcAps.-..ex.aSCE:Y-40SCA-4oD.NELSON1"=200'4'd'y-J