HomeMy WebLinkAbout2015-05-8236228
185346
ORDINANCE NO. 2015-5-8236
AN ORDINANCE AUTHORIZING THE 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, American Bureau of Shipping, a New York not-for-profit
corporation, ("ABS") desires to acquire office space in a portion of the real property currently
leased by SCI and not currently being used for operation of its Center for Maritime Education;
and
WHEREAS, this Sublease between SCI and ABS will enable SCI to more fully
perform its purposes and mission; and
WHEREAS, the Board of Commissioners of the City of Paducah wishes to
approve the Sublease between SCI and ABS and has determined that the Sublease is in the best
interest of the City.
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 Sublease
among SCI and ABS (the "Sublease") 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 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.
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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.
ATTEST:
J,ia2� J4�'
Tammara S. Sanderson, City Clerk
Introduced by the Board of Commissioners, April 28, 2015
Adopted by the Board of Commissioners, May 5, 2015
Recorded by Tammara S. Sanderson, City Clerk, May 5, 2015
Published by The Paducah Sun, May 11, 2015
\ord\lease-sublease-seamen's church & american bureau of shipping
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SUBLEASE -----
THIS SUBLEASE made and entered into on this day of , 2015,
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
16855 Northchase Drive, Houston, TX 77060 (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, said real property is the site on which SCI operates its Center for Maritime
Education, a maritime training school and simulator facility; and
WHEREAS, SCI has renovated and remodeled the structure which houses the Center for
Maritime Education and is in the process of renovating, restoring and remodeling the remainder
of the property leased from the City which adjoins the Center for Maritime Education; and
WHEREAS, ABS desires to acquire office space in a portion of the structure not needed
by SCI for operation of its Center for Maritime Education; and
WHEREAS, this 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 as follows:
1. Demised Premises; Common Areas. SCI does hereby demise and sublet unto
ABS a portion of the premises located at 123 Water Street, Paducah, Kentucky, containing
Tenant Space of approximately 3,970 square feet, as shown on Exhibit A attached hereto
(hereinafter referred to as the "Demised Premises"), and ABS shall have access through the
Common Space 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 Sublease.
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2. Term. The term of this Sublease shall be for one (1) year beginning on May 1,
2015 and ending on April 30, 2016. This Sublease shall automatically renew on an annual basis
for up to three (3) consecutive one (1) year terms upon the same terms and conditions contained
herein unless either party provides notice of non -renewal to the other party not later than 90 days
prior to the expiration of the then -existing term. The initial one-year term and subsequent
renewal terms are referred to herein as the "Term."
3. Rent. ABS shall pay to SCI rent for the Demised Premises in the sum of Three
Thousand and No/100 Dollars ($3,000.00) per month (in advance) with the first payment due on
the beginning date specified in paragraph 2 above, 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 Sublease. ABS 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. ABS shall be solely and exclusively responsible for all monthly charges
for electricity, gas, water, telephone and CATV service to the Demised Premises. ABS shall
indemnify and hold harmless SCI for any and all liability for its share of any such costs or
charges.
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
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• Third party verification
• Management system certification
• Research and development
• Risk-based consulting and training
• Training and seminars
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.
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.
10. Assignments and Subletting. ABS shall not assign or transfer this 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 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.
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 Sublease, or in any way terminating ABS's liability
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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 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 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 Sublease at any time thereafter or impairing any other
right of SCI under this Sublease.
14. Rights 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
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 Sublease in default and the entire unpaid rent
required under this Sublease to be due and payable.
In the event ABS violates any of the covenants or provisions of this 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
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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 Sublease to be
due and payable.
Upon any default by ABS, nothing in this paragraph 14 shall be deemed to require SCI to
relet the Demised Premises and mitigate SCI's damages, and the entire unpaid rent under this
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,
demands, actions or causes of action, in each case arising out of or resulting from ABS's 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 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 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 may be reasonably necessary for SCI to
enforce any of its rights under this 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
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surfaces of exterior walls and demising walls; interior walls, moldings, partitions and ceilings;
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
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 Sublease. Further, ABS agrees to attorn 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 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 -
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month tenancy, ABS shall pay to SCI the rental agreed upon, and shall continue to be bound by
all of the provisions of this Sublease. Such holding over period may be terminated by either
parry 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 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: dridergseamenschurch.ora
ABS - American Bureau of Shipping
16855 Northchase Drive
Houston, TX 77060
Fax: (281) 877-5946
Email: tsnow(a�ea lg e.org
With copy to: Legal Department
rclynekeagle.org
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 Sublease. This Sublease contains all the terms and conditions
and understandings between the parties. None of the provisions of this Sublease may be
changed, modified or waived except in writing, properly executed by both parties.
25. Applicable Law. This Sublease shall be governed by and construed under the
laws of the Commonwealth of Kentucky.
26. Binding Effect. This Sublease shall be binding upon and shall inure to the
benefit of the parties, their heirs, successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Sublease on the day and
year first above written.
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8
SCI:
SEAMEN'S CHURCH INSTITUTE OF
NEW YORK AND NEW JERSEY, INC.
BY:
REV. DAVID RIDER, President
ABS:
AMERICAN BUREAU OF SHIPPING
Im
Title:
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 ,
2015.
My commission expires:
Notary ID #
STATE OF )
ss.
COUNTY OF )
NOTARY PUBLIC
Subscribed, sworn to and acknowledged before me by AMERICAN BUREAU OF
SHIPPING, by and through its duly authorized officer, ,
on this the day of , 2015.
My commission expires:
Notary ID #
NOTARY PUBLIC
OWNER CONSENT
By signing below, the City of Paducah, as owner and lessor, agrees and consents to the
foregoing 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 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
STEPHEN E. SMITH, JR.
M
C
K,
T
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