HomeMy WebLinkAbout2019-06-8581ORDINANCE NO. 2019-6-8581
AN ORDINANCE AUTHORIZING THE AMENDED AND RESTATED
SUBLEASE OF CITY OF PADUCAH PROPERTY BETWEEN SEAMEN'S CHURCH
INSTITUTE OF NEW YORK AND NEW JERSEY, INC. AND AMERICAN BUREAU
OF SHIPPING, A NEW YORK NOT-FOR-PROFIT CORPORATION
WHEREAS, on October 11, 1996, the Board of Commissioners of the City of
Paducah, Kentucky entered into a certain Lease Agreement with Seamen's Church Institute of
New York and New Jersey, Inc., ("SCI") which lease was extended by Lease Extension
Agreement dated September 19, 2011, regarding real property located at the northwest
intersection of Kentucky Avenue and South Water Street; and
WHEREAS, said real property is the site on which SCI operates its Center for
Maritime Education, a maritime training school and simulator facility; and
WHEREAS, on May 5, 2015, the Board of Commissioners of the City of
Paducah, Kentucky approved a Sublease between SCI and American Bureau of Shipping, a New
York not-for-profit corporation, ("ABS") for office space in a portion of the real property leased
by SCI; and
WHEREAS, the Board of Commissioners of the City of Paducah now desires to
approve an Amended and Restated Sublease between SCI and ABS.
NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF
COMMISSIONERS OF THE CITY OF PADUCAH, KENTUCKY:
Section 1. Recitals and Authorizations. The City hereby approves the Amended
and Restated Sublease among SCI and ABS in substantially the form attached hereto as Exhibit
A and made a part hereof. It is further determined that it is necessary and desirable and in the
best interest of the City to consent to the Amended and Restated Sublease for the purposes
therein specified, and the execution and delivery of the Sublease is hereby authorized and
approved. The Mayor of the City is hereby authorized to execute the Sublease.
Section 2. Severability. If any section, paragraph or provision of this Ordinance
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaining provisions of this
Ordinance.
Section 3. Compliance with Open Meetings Laws. The City Commission hereby
finds and determines that all formal actions relative to the adoption of this Ordinance were taken
in an open meeting of the City Commission, and that all deliberations of this City Commission
and of its committees, if any, which resulted in formal action, were in meetings open to the
public, in full compliance with applicable legal requirements.
Section 4. Conflicts. All ordinances, resolutions, orders or parts thereof in
conflict with the provisions of this Order are, to the extent of such conflict, hereby repealed and
the provisions of this Order shall prevail and be given effect.
Section 5. Effective Date. This ordinance shall be read on two separate days
and will become effective upon summary publication pursuant to KRS Chapter 424.
Brandi Harless, Mayo
ATTEST:
City
Introduced by the Board of Commissioners, June 11, 2019
Adopted by the Board of Commissioners, June 25, 2019
Recorded by Lindsay Parish, City Clerk, June 25, 2019
Published by The Paducah Sun, July 2, 2019
\ord\lease-amended sublease -seamen's church & american bureau of shipping
EXHIBIT A
AMENDED AND RESTATED SUBLEASE -----
THIS AMENDED AND RESTATED SUBLEASE made and entered into effective on
the I" day of July, 2019, by and between SEAMEN'S CHURCH INSTITUTE OF NEW
YORK AND NEW JERSEY, INC., of 50 Broadway, New York City, NY 10004-1607
(hereinafter referred to as "SCI"), and AMERICAN BUREAU OF SHIPPING, a New York
not-for-profit corporation, of 1701 City Plaza Drive, Spring, TX 77389 (hereinafter referred to as
"ABS");
WITNESSETH:
WHEREAS, SCI presently occupies certain real property located at the northwest
intersection of Kentucky Avenue and South Water Street in Paducah, Kentucky, under a Lease
Agreement with the City of Paducah (hereinafter referred to as the "City"), dated October 11,
1996, and a Lease Extension Agreement dated September 19, 2011; and
WHEREAS, SCI and ABS are parties to a Sublease dated May 7, 2015 (herein "ABS
Sublease"); and
WHEREAS, SCI and ABS have agreed to amend and restate the ABS Sublease in order
to allow The Waterways Journal to sublease a portion of the premises; and
WHEREAS, this Amended and Restated Sublease between SCI and ABS will enable SCI
to more fully perform its purposes and mission.
NOW, THEREFORE, for and in consideration of the terms, covenants and conditions set
forth herein, SCI and ABS do hereby agree to amend the ABS Sublease to the extent provided
herein and restate the provisions not changed, as follows:
1. Demised Premises, Common Areas. SCI does hereby demise and sublet unto
ABS the office and work spaces in the building located at 123 Water Street, Paducah, Kentucky,
as shown on Exhibit A attached hereto (hereinafter referred to as the "Demised Premises"),
which is part of a group of office spaces that will be shared with The Waterways Journal and
SCI. Spaces designated "ABS" shall be for the primary use of ABS; spaces designated "WJ"
shall be for the primary use of The Waterways Journal; spaces designated "SCI" shall be retained
by SCI for its primary use; and spaces designated "Shared" shall be shared use spaces between
ABS and WJ on a first come, first served basis. ABS shall have access to the Demised Premises
through the Main Entrance and Grand Lobby shown on Exhibit A. ABS will have the non-
exclusive right, together with the other occupants and users of the premises, to use the parking
areas, driveways, sidewalks, landscaped areas, shared entry lobbies and corridors, shared
restrooms, and such other areas (outside of the Demised Premises) that SCI or the City may
designate from time to time as common areas (hereinafter referred to as the "Common Areas"),
subject to all of the terms and conditions of this Amended and Restated Sublease.
2. Term. The term of this Amended and Restated Sublease shall be for two (2)
years and three (3) months beginning on July 1, 2019 and ending on September 30, 2021 (herein
"Term"). This Amended and Restated Sublease may be renewed by mutual agreement provided
SCI's lease with the City of Paducah is extended.
3. Rent. ABS shall pay to SCI rent for the Demised Premises in the sum of One
Thousand Five Hundred and No/100 Dollars ($1,500.00) per month (in advance) with the first
payment due on or before July 1, 2019, and each payment thereafter continuing to be due and
payable on the same date of each month throughout the Term.
4. Remodeling and Improvements. Any remodeling and improvements made by
ABS with respect to the Demised Premises shall be at the sole cost and expense of ABS and shall
become the sole property of SCI at the termination of the Amended and Restated Sublease. ABS
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shall be responsible, at its sole cost and expense, to ensure that any remodeling or improvements
made by it with respect to the Demised Premises meets all applicable state or city fire, electrical
or other codes. During the Term, ABS shall not cause any construction or mechanic's liens to be
placed against the Demised Premises by any third party, and in the event that any such
construction or mechanic's liens are placed against the Demised Premises, ABS shall be liable
for any such liens and shall indemnify and hold SCI harmless from any financial responsibility
upon the amounts claimed in said liens. All remodeling or improvements that ABS proposes to
make to the Demised Premises shall be subject to the prior written consent of SCI and the City,
which shall not be unreasonably withheld, conditioned or delayed.
5. Utilities. SCI shall be solely and exclusively responsible for all monthly charges
for electrical, gas, water, telephone, intemet and CATV service to the Demised Premises. SCI
shall also be responsible for all charges for weekly cleaning of the Demised Premises.
6. Use of the Premises. ABS shall use the Demised Premises for the following
ABS services and its affiliated entities' related functions, all of which shall comply with all
applicable codes and regulations:
• Marine engineering
• Marine surveying
• Surveying and inspections for Subchapter M vessels
• Third party verification
• Management system certification
• Research and development
• Risk-based consulting and training
• Training and seminars
• Classification society activities
7. Use of Conference Center. During the Term, SCI will allow ABS to use its
conference center on a space available basis for as many as 50 participants at the rate of $500 per
day between 8:00 a.m. and 4:00 p.m.
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8. Vacation of the Premises. ABS will pay the rent at the time and in the manner
aforesaid, and at the expiration of the Term will peaceably yield to SCI the Demised Premises in
as good order and repair as when delivered to it, except for damage by fire, casualty, war,
insurrection, riot or public disorder, or act upon the part of any government authority, or ordinary
wear and tear.
9. Use and Occupancy. ABS shall commit no waste or damage on or to the
Demised Premises; the Demised Premises shall be used for the purposes hereinabove stated; the
Demised Premises shall not be used for any unlawful purpose and no violation of law or
ordinance shall be committed thereon; and nothing shall be done or suffered, or any substance
kept on the Demised Premises, which will create a nuisance or operate to increase the fire hazard
or to cause the insurance rates thereon to be increased. ABS shall be responsible for securing the
Demised Premises at the end of each work day and WJ will share that responsibility once it has
occupied its designated spaces.
10. Assignments and Subletting. ABS shall not assign or transfer this Amended and
Restated Sublease or any interest therein, nor sublet any portion of the Demised Premises
without the prior written consent of SCI and the City, which shall not be unreasonably withheld,
conditioned or delayed; provided, however, that ABS shall be permitted to assign or transfer this
Amended and Restated Sublease or any interest therein, or sublet all or any portion of the
Demised Premises, to any Affiliate of ABS, without the prior written consent of SCI or the City.
For purposes of this Agreement, the term "Affiliate of ABS" shall mean, ABS Group of
Companies, Inc., a New Jersey corporation, or any of its direct or indirect subsidiaries, including,
without limitation, ABSG Consulting Inc., a New York corporation.
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11. Abandonment. If ABS shall abandon or vacate the Demised Premises before the
end of the Term, or any other event happens entitling SCI to lawfully take possession thereof,
SCI may take possession of the Demised Premises and relet the same without such action being
deemed an acceptance of a surrender of this Amended and Restated Sublease, or in any way
terminating ABS's liability hereunder, and ABS shall remain liable to pay the monthly rent, plus
the cost of any expenses incident to SCI's repossession and reletting.
12. Fire and Unsafe Building. If the Demised Premises shall be so damaged by fire
or other casualty as to be rendered untenantable, the rent shall be forthwith abated and SCI may,
at its option, declare this Amended and Restated Sublease terminated, or it may, within thirty
(30) days from the date of such fire or other casualty, notify ABS that SCI will repair or
reconstruct the Demised Premises; and in such event, ABS shall resume its liability for rent from
the time such repair or reconstruction is completed.
13. Transfer by Operation of Law. If, by reason of any act or omission on the part
of ABS, the Demised Premises or any part thereof come into possession of any receiver,
assignee, trustee in bankruptcy, sheriff or other officer, by and through any court process, or by
operation of law, SCI may, at its option, terminate this Amended and Restated Sublease at any
time thereafter by notice to ABS and may accept rent from such receiver, trustee, assignee, or
officer, without affecting or impairing their right to so terminate this Amended and Restated
Sublease at any time thereafter or impairing any other right of SCI under this Amended and
Restated Sublease.
14. R12hts on Default. Should ABS fail to pay the rent by the first day of any month
in which the rent is due, SCI shall give ABS written notice thereof, and if ABS does not pay the
rent within ten (10) days of ABS's receipt of such notice, SCI shall have the option at any time
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thereafter to declare ABS in default and to declare immediately due and payable all the rent then
due and thereafter to become due during the unexpired Term. The failure of SCI to exercise any
of such options at the time of the default shall not operate as a forfeiture or waiver thereof, it
being the intent of the parties that any of such options may be exercised at the election of SCI
once the rent accrues, irrespective of the passage of time from and after the accrual of the rent.
Should ABS fail to pay the rent within the 10 -day cure period as hereinbefore stated, SCI shall
have the option to enter and take possession of the premises and no notice to quit or demand for
the premises shall be necessary to recover possession of the same. This option is in addition to
and cumulative with SCI's option to declare the Amended and Restated Sublease in default and
the entire unpaid rent required under this Amended and Restated Sublease to be due and payable.
In the event ABS violates any of the covenants or provisions of this Amended and
Restated Sublease other than the payment of rent, the violation shall be corrected within thirty
(30) days of ABS's receipt of notice of such violation from SCI. If the violation is not
substantially corrected, or ABS is not proceeding diligently to correct the violation within 30
days of notice, SCI shall have the option of entering and taking possession of the Demised
Premises without further notice to or demand upon ABS; and SCI may declare the entire balance
of the rent required under this Amended and Restated Sublease to be due and payable.
Upon any default by ABS, SCI shall attempt to relet the Demised Premises and mitigate
SCI's damages, and the entire unpaid rent under this Amended and Restated Sublease shall be
immediately due and payable by ABS to SCI, and SCI may seek any other remedies available to
SCI under applicable law.
15. ABS's Liability. ABS shall indemnify and save SCI harmless from all loss, cost
and expense arising out of or resulting from injury to any person or property, or any other claims,
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demands, actions or causes of action, in each case arising out of or resulting from ABS's
negligent use or occupancy of the Demised Premises or the Common Areas during the Term,
except to the extent caused by the negligence or willful misconduct of SCI's employees, agents
or contractors. Likewise, ABS shall indemnify and save City harmless from all loss, cost and
expense arising out of or resulting from injury to any person or property, or any other claims,
demands, actions or causes of action, in each case arising out of or resulting from ABS's
negligent use or occupancy of the Demised Premises or the Common Areas during the Term,
except to the extent caused by the negligence or willful misconduct of City's employees, agents
or contractors. ABS shall carry comprehensive general liability insurance covering its use of the
Demised Premises and the Common Areas and for property damage liability with limits of
liability of not less than $1,000,000 per person and not less than $500,000 for property damage.
SCI and the City will be additional insureds in said liability policy, and ABS shall have its
liability insurance carrier issue a certificate of insurance to SCI and the City.
16. Quiet Possession. So long as ABS pays its rent and all other charges herein
provided, and observes and keeps the covenants, agreements and conditions of this Amended and
Restated Sublease on its part to be kept, ABS shall lawfully and quietly hold, occupy and enjoy
the Demised Premises during the Term without interference by SCI, except as maybe reasonably
necessary for SCI to enforce any of its rights under this Amended and Restated Sublease.
17. Maintenance and Repairs. ABS, at ABS's sole cost and expense, shall keep and
maintain the Demised Premises in good condition and repair, ordinary wear and tear excepted,
which obligations of ABS shall include the maintenance, repair and replacement of all interior
surfaces of exterior walls and demising walls; interior walls, moldings, partitions and ceilings;
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carpeting; non-structural interior components; interior windows, plate glass and doors; kitchen or
break -room fixtures, appliances and equipment; and ABS's personal property.
SCI shall keep and maintain, or cause the City to keep and maintain, as provided in the
Lease Agreement between SCI and City the following portions of the building in which the
Demised Premises are located (hereinafter referred to as the "Building") in good condition and
repair, ordinary wear and tear excepted: exterior surfaces of the exterior walls and roof of the
Building; structural integrity of the footings, foundation, slabs, floors, columns, exterior walls,
roof and other structural elements of the Building; exterior doors, windows and plate glass of the
Building; building standard electrical, lighting, mechanical, plumbing, heating and air
conditioning systems, facilities, fixtures and components serving the Demised Premises and the
Building; building standard light bulbs, tubes, ballasts and starters; demising walls installed by
SCI or the City inside the Building; and the Common Areas.
18. Insurance on Contents. ABS shall carry, at ABS's expense, casualty insurance
covering all risks of loss to its personal property, furniture, equipment, improvements, and other
insurable personal property in amounts not less than the replacement cost of such property. SCI
shall have no liability for any damage to ABS's personal property, furniture, equipment, or
improvements, except to the extent caused by the negligence or willful misconduct of SCI or its
employees, contractors or agents.
19. Taxes. ABS shall be responsible for any tangible or intangible personal property
taxes on ABS's assets that are located on the Demised Premises.
20. Lease Acceptance and Attornment. ABS represents and warrants that it has
read the original Lease Agreement dated October 11, 1996 and Lease Extension Agreement
dated September 19, 2011 by and between the City and SCI, as extended, and ABS accepts those
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terms, covenants, provisions, and conditions of said Lease as would be applicable to its
occupancy as a Sublessee, including all default and term provisions, except to the extent
modified by this Amended and Restated Sublease. Further, ABS agrees to attom to City as its
Lessor in the event SCI's lease rights shall terminate.
21. Holdover. If ABS shall, with the consent of SCI, holdover after the expiration or
sooner termination of this Amended and Restated Sublease, the resulting tenancy shall, unless
otherwise mutually agreed, be for an indefinite period of time on a month-to-month basis.
During such month-to-month tenancy, ABS shall pay to SCI the rental agreed upon, and shall
continue to be bound by all of the provisions of this Amended and Restated Sublease. Such
holding over period may be terminated by either party upon 30 days written notice of intent to
terminate.
22. Notices. Any notice, demand or communication, whether intended for SCI or
ABS, shall be in writing, and may be served or delivered in person, or by prepaid U.S. Certified
Mail, fax or e-mail to the address of the applicable party as listed on this Amended and Restated
Sublease. These addresses are as follows:
SCI - Seamen's Church Institute of New York and New Jersey, Inc.
50 Broadway
New York, NY 10004-1607
Fax: (212) 349-8342
Email: driderna,seamenschurch.org
ABS - American Bureau of Shipping
1701 City Plaza Drive
Spring, TX 77389
Fax: (281) 877-5946
Email: tsnow(d)eagle.org
With copy to: ABS Legal Department
at the same mailing address
rcl ne a3,eagle.org
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23. Waiver. No waiver by SCI or any breach of the terms and conditions hereof by
ABS shall operate or shall be construed to affect any other breach of such terms and conditions.
No delay or omission on the part of SCI to exercise any right or power accorded to it under the
terms hereof shall impair any such right or power or shall be construed to be a waiver of its
privileges to exercise any such right or power, and any such right or power may be exercised
from time to time as often as it may be deemed expedient.
24. Entire Agreement. Any prior agreements between the parties are deemed
terminated and superseded by this Amended and Restated Sublease. This Amended and Restated
Sublease contains all the terms and conditions and understandings between the parties. None of
the provisions of this Amended and Restated Sublease may be changed, modified or waived
except in writing, properly executed by both parties.
25. Applicable Law. This Amended and Restated Sublease shall be governed by and
construed under the laws of the Commonwealth of Kentucky.
26. Binding Effect. This Amended and Restated Sublease shall be binding upon and
shall inure to the benefit of the parties, their heirs, successors, and assigns.
27. Condition Precedent. This Amended and Restated Sublease is subject to the
condition precedent that the City of Paducah must approve this Amended and Restated Sublease,
and it shall be null and void in the absence of such approval. The approval from the City of
Paducah must occur within 120 days of the effective date of this Sublease or ABS will have the
option to terminate this Sublease without penalty.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Sublease on the day and year first above written.
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SCI:
SEAMEN'S CHURCH INSTITUTE OF
NEW YORK AND NEW JERSEY, INC.
BY:
REV. DAVID RIDER, President
ABS:
AMERICAN BUREAU OF SHIPPING
BY:
STATE OF )
ss.
COUNTY OF )
_ Subscribed, sworn to and acknowledged before me by SEAMEN'S CHURCH
INSTITUTE OF NEW YORK AND NEW JERSEY, INC., by and through its duly
authorized President, REV. DAVID RIDER, on this the day of
2019.
My commission expires: NOTARY PUBLIC
Notary ID #
STATE OF )
ss.
COUNTY OF )
Subscribed, sworn to and acknowledged before me by AMERICAN BUREAU OF
SHIPPING, by and through its duly authorized officer,
on this the day of , 2019.
My commission expires: NOTARY PUBLIC
Notary ID #
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OWNER CONSENT
By signing below, the City of Paducah, as owner and lessor, agrees and consents to the
foregoing Amended and Restated Sublease according to the terms and conditions contained
therein and specifically agrees that ABS's right to use the Demised Premises in accordance with
this Amended and Restated Sublease shall not be affected by the termination of SCI's lease with
the City of Paducah for these premises.
I hereby certify that this instrument
has been prepared by:
Law Offices
McMurry & Livingston, PLLC
201 Broadway, P.O. Box 1700
Paducah, KY 42002-1700
(270)443-6511
By:
STEPHEN E. SMITH, JR.
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CITY OF PADUCAH
9W
Title:
PRELIMINARY FLOOR PLAN
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