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HomeMy WebLinkAboutCAG2002-0505 - Original - Kent Downtown Public Market Development Authority - Lumberman Barn Lease - 07/01/2002 LEASE AGREEMENT THIS LEASE is entered into the date fully executed by and between the KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT AUTHORITY, a Washington municipal corporation of the State of Washington, (hereinafter referred to as the "Owner"), and the CITY OF KENT, a municipal corporation of the State of Washington, (hereinafter referred to as the "Tenant"). 1. PREMISES The Owner hereby leases to the Tenant a portion of the Lumberman Barn situated at 206 Railroad Avenue North in the City of Kent, Washington that is described in Exhibit A, attached hereto and incorporated by this reference. The area leased is hereinafter called "the Premises". 2. USE The Premises shall be used for storage and any other use allowed by City ordinance. No use shall be made of the Premises, or act done in or about the Premises, that is illegal or unlawful. Tenant shall not commit or allow to be committed upon Premises any waste or any public or private nuisance or other act or thing which disturbs the quiet enjoyment of any other occupant in the Lumberman Barn. 3. TERM A. The term of this Lease shall begin on July 1, 2002, and shall expire on June 30, 2007, unless terminated earlier pursuant to the provisions of this Lease. The Lease shall be terminable upon thirty (30) calendar days written notice by Tenant to Owner that Tenant will be terminating the Lease. B. Tenant may extend the term of this Lease for two (2) additional consecutive five (5) year terms; provided that, at the end of the initial five (5) year term, and each five (5) year term thereafter, the Parties shall have the option to renegotiate the amount of annual rent and other terms and conditions of this Lease. If the Parties fail to agree on any new terms or conditions of this Lease, the terms and conditions as set forth in this Lease shall apply. Not later than six (6) months before the expiration of the Lease, Tenant shall notify Owner in writing that Tenant is exercising its option to extend the initial term of this Lease and of each subsequent extension. C. The Parties agree to meet and to discuss amendments to or termination of this Lease should the Kent Downtown Partnership no longer be a tenant of the Lumberman Barn. 4. RENT Tenant covenants and agrees to pay the Owner as rental for the Premises FOUR THOUSAND AND NO/100 DOLLARS ($4,000.00) per month in lawful money of the United LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DO WNTO WN PUBLIC MARKET DEVELOPMENT AUTHORITY-LUMBERMAN BARN-PAGE I States to be paid monthly in advance on the 1 st day of each month of the Lease term, to Owner, or to such other party or at such other place as the Owner may hereafter designate, to be used by Owner to pay the monthly loan payments due on the Owner's loan for renovation and development of Lumberman Barn. 5. IMPROVEMENTS,ALTERATIONS AND ADDITIONS TO THE PREMISES Tenant shall not alter any structural features of the Premises without prior written approval by Owner. The Owner and Tenant acknowledge that a wall will be built in the Lumberman Barn to divide the portion of the Lumberman Barn that the Tenant is renting from the remainder of the Lumberman Barn that the Kent Downtown Partnership is renting. The Tenant shall complete construction of the wall with materials provided by the Kent Downtown Partnership. Tenant, at its sole expense, may redecorate any interior surface of walls, ceilings, windows and doors. 6. MAINTENANCE, CLEANING,AND REPAIR Responsibility for maintenance, cleaning, and repair of the Premises shall be allocated between the Parties as follows. A. Owner. The Owner shall be responsible for major maintenance and repair of the structural components of the Premises, which shall include the roof, the exterior walls, the foundation, the elevator, and the HVAC system. The Owner shall also be responsible for major maintenance that is necessary for the structural integrity of the Premises, including maintenance of load-bearing members, and main lines of mechanical, electrical, and plumbing systems to the point of entry. Before entering the Premises to undertake maintenance and repair work under this section, the Owner shall give Tenant at least twenty-four (24) hours notice. In the event of an emergency,however,no such notice shall be required. B. Tenant. Tenant shall be responsible for all maintenance and repair of the Premises not specifically referenced in the above section, including, but not limited to, general cleaning and routine maintenance of tenant improvements, elevator, HVAC system, audio/visual systems, sound system, telephone equipment, lighting, appliances, sprinkler, and pest control. Tenant's janitorial and routine maintenance responsibilities shall include, but are not limited to, the timely repair or replacement of light fixtures or bulbs on the Premises; electrical switches or controls on the Premises; the timely cleaning, repair, or replacement of seating, curtains, carpets, and flooring on the Premises; and periodic cleaning of windows, floors, ceilings and walls on the Premises. Tenant shall ensure that the Premises are maintained and repaired in a manner acceptable to the Owner. 7. UTILITIES The Tenant shall be responsible for payment of three quarters (3/4) of all utility charges for all utility services to the Lumberman Barn, including but not limited to, electricity, water, LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT D 0 WNTO WN P UBLIC MARKET DEVELOPMENT A UTHORITY-L UMBERMAN BARN-PAGE 2 stormwater, sewer, garbage, and telephone. The Tenant shall send an itemized statement to the Kent Downtown Partnership for the remaining one quarter (1/4) of all utility bills payable within fifteen (15) calendar days by the Kent Downtown Partnership. Tenant shall also provide for payment of all private utility hookups for the Premises. 8. INSURANCE The Tenant shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance hereunder by the Tenant,its agents,representatives, employees or subcontractors. 9. LIENS AND INSOLVENCY Tenant shall keep the leased Premises, and the real property on which the leased Premises are situated, free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. 10. ASSIGNMENT Tenant shall not assign this Lease or any part thereof and shall not let or sublet the whole or any portion of the Premises without the written consent of Owner, or Owner's agent, which consent will not be unreasonably withheld by Owner. 11. ACCESS Tenant will allow Owner or Owner's agent access at reasonable times to said Premises for the purposes of inspection, cleaning or making repairs, additions or alterations. 12. DAMAGE OR DESTRUCTION In the event the Premises or the building are damaged to such extent as to render the Premises untenantable in whole or in a substantial part thereof, or are destroyed, the Tenant shall give Owner or Owner's agent immediate written notice thereof, and, it shall be at Owner's option to repair or rebuild the same; provided that, the Tenant shall be solely responsible for the immediate repairs or any damage or destruction caused by action or inaction of the Tenant or the Tenant's agent. Owner shall have not more than thirty(30) calendar days after the date of such notification to notify the Tenant, in writing, of Owner's intentions to repair or rebuild the Premises, or the part so damaged as aforesaid. If Owner elects to repair or rebuild said Premises, Owner shall prosecute the work without unnecessary delay, and during such period, if the damage is not the fault of the Tenant,its employees, agents or invitees,the rent of said Premises shall be abated(starting when the Premises or a substantial part thereof first becomes untenantable), in the same ratio that the portion of the Premises rendered for the time being unfit for occupancy shall bear to the whole of the leased Premises. If the Owner shall fail to give the above notice, Tenant shall have the right to declare this Lease terminated, by written notice served upon the Owner or Owner's agent, effective when the LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT A UTHORITY-L UMBERMAN BARN-PAGE 3 Premises or a substantial part thereof first became untenantable. Should Owner decide to repair or rebuild the Premises and Owner gives the above notice,but the amount of time necessary for repair or replacement is unacceptable to Tenant, Tenant has the option of terminating this Lease upon written notice to Owner within thirty (30) calendar days of receiving Owner's notification that it intends to repair or rebuild. 13. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit the presence, use, generation, release, discharge, storage, disposal, or transportation of any Hazardous Materials (as defined below) on, under, in, above, to, or from the Premises, the building, or the common areas, other than in strict compliance with all applicable federal, state and local laws, regulations and orders. The term "Hazardous Materials" refers to any substances, materials, and wastes that are or become regulated as hazardous or toxic substances under any applicable local, state or federal law, regulation or order. Tenant shall indemnify, defend and hold the Owner harmless from and against (a) any loss, cost, expense, claim, or liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work ("remedial work") required by, or incurred by the Owner or any nongovernmental entity or person in a reasonable belief that such work is required by any applicable federal, state or local law, governmental agency, or political subdivision, and(b) any claims of third parties for loss, injury, expense, or damage arising out of the presence, release, continuing release or discharge of any hazardous material on, under, in, above, to, or from the Premises that occurred or originated during the term of this Agreement. The Owner shall indemnify, defend and hold Tenant harmless from and against(a) any loss, cost, expense, claim, or liability arising out of any investigation, monitoring, clean-up, containment, removal, storage, or restoration work ("remedial work") required by, or incurred by Tenant or any nongovernmental entity or person in a reasonable belief that such work is required by any applicable federal, state or local law, governmental agency, or political subdivision, and (b) any claims of third parties for loss, injury, expense, or damage arising out of the presence, release, continuing release or discharge of any hazardous material on, under, in, above, to, or from the Premises that occurred or originated during a time other than the term of this Agreement. If any remedial work is so required under any applicable federal, state or local law during the term of this Agreement, Tenant shall perform or cause to be performed the remedial work in compliance with such law, regulation or order. All remedial work shall be performed by one or more contractors under the supervision of a consulting engineer, each selected by Tenant and approved in advance in writing by the Owner. If Tenant does not commence the remedial work in a timely fashion or does not diligently prosecute the remedial work to completion, the Owner may, but shall not be required to, cause the remedial work to be performed, subject fully to the indemnification of this paragraph. The foregoing indemnification obligation shall survive termination of this Agreement. 14. INDEMNIFICATION Tenant shall indemnify and hold the Authority harmless for any and all injury to persons or damage to property on or about the Premises, resulting from and/or caused in part or whole by the use of the Premises by Tenant, its employees, agents, servants, guests, invitees, and visitors except injury to persons or damages to property solely caused by the negligence of the Authority. LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT A UTHORITY-LUMBERMAN BARN-PAGE 4 Notwithstanding the foregoing, Tenant shall not be liable for any injury caused by Owner or any subtenants. 15. STATUTORY DISCLAIMER The Kent Downtown Public Market Development Authority is a public authority organized pursuant to Ordinance 3396 of the City of Kent and the laws of the State of Washington, RCW 35.21.730 through RCW 35.21.757. RCW 35.21.750 provides as follows: "[A]11 liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission, or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority." 16. NOTICES Unless otherwise directed in writing, all notices shall be in writing, and shall be delivered to the following address: OWNER: Kent Downtown Public Market Development Authority 220 Fourth Avenue South Kent,Washington 98032 Attention: TENANT: City of Kent 220 Fourth Avenue South Kent, Washington 98032 Attention: John Hodgson,Director Parks,Recreation, and Community Services 17. DEFAULT AND RE-ENTRY If Tenant shall violate, default or not comply with any of the material covenants, agreements or provisions of this Lease Agreement, then the Owner may cancel this Lease upon giving thirty (30) calendar days notice required by law, and re-enter said Premises, using such force as may be required. Notwithstanding such re-entry by the Owner, the liability of the Tenant for the rent provided for herein shall not be extinguished for the balance of the term of this Lease, and Tenant covenants and agrees to make good to the Owner any deficiency each month as the amount thereof is ascertained by the Owner. The failure of the Owner to insist upon strict performance of any of the covenants and agreements of this Lease, or to exercise any option herein conferred in any one or more instances, LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT A UTHORITY-LUMBERMAN BARN-PAGE 5 shall not be construed to be a waiver or relinquishment of any such, or any other covenant or agreements,but the same shall be and remain in full force and effect. 18. COSTS AND ATTORNEYS FEES If by reason of any default on the part of Tenant it becomes necessary for the Owner to use an attorney or in the event Owner 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 Tenant shall bring any action for any relief against Owner, declaratory or otherwise, arising out of this Lease, each party shall pay its own costs and attorney's fees. 19. REMOVAL OF PROPERTY In the event of any entry in, or taking possession of, the leased Premises as aforesaid, the Owner shall have the right, but not the obligation, to remove from the leased Premises all personal property located therein. Owner may store the same in any place selected by Owner, including but not limited to a public warehouse, at the expense and risk of the owners of the personal property, with the right to sell such stored property, with ninety (90) calendar days written notice to Tenant after it has been stored for a period of one hundred and twenty (120) calendar days or more. Proceeds of such sale shall be applied first to the cost of such sale, second to the payment of the charges for storage, if any, and third to the payment of any other sums of money which may then be due from Tenant to Owner under any of the terms hereof. 20. HEIRS AND SUCCESSORS Subject to the provision hereof pertaining to assignment and subletting, the covenants and agreements of this Lease shall be binding upon the heirs, legal representatives, successors and assigns of any or all of the Parties hereto. 21. COMMON AREAS The following areas adjacent to or located in or on the Premises, shall constitute common areas available for Tenant's non-exclusive use including without limitation: walkways, hallways, stairways, driveways, lavatories,janitorial rooms, mechanical rooms, electrical rooms, landscaped areas and grounds, and all other areas used in common by the tenants of the Lumberman Barn, Owner, and invitees and employees of the Tenant. All common areas shall be subject to Owner's management and control and shall be operated and maintained in such a manner as Owner, in its reasonable discretion, shall determine. Owner may, from time to time in Owner's reasonable discretion, alter, modify or change the dimensions and location of the common areas, or designate portions of the common areas for the exclusive use of tenants of the Lumberman Barn; provided, however, that any such alterations, modifications or changes shall not materially interfere with Tenant's use and enjoyment of the Premises as set forth in this Lease. Tenant and others entitled or allowed to use the common areas shall be subject to and shall comply with the rules and regulations applicable to the common areas as may be established by Owner from time to time. LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT D 0 WNTO WN PUBLIC MARKET DEVELOPMENT AUTHORITY-LUMBERMAN BARN-PAGE 6 22. HOLDOVER If the Tenant shall, with the written consent of Owner, holdover after the expiration of the term of this Lease, such tenancy shall be for an indefinite period of time on a month to month tenancy, such tenancy may be terminated as provided by the laws of the State of Washington. During such tenancy Tenant agrees to pay to the Owner the same rate of rental as set forth herein, unless a different rate is agreed upon, and to be bound by all of the terms, covenants, and conditions as herein specified, so far as applicable. 23. SUBORDINATION Upon Owner entering into any financing or refinancing affecting the subject Premises, Tenant agrees to execute documents at the request of Owner to subordinate this Lease to any mortgage, (or deed of trust or other security) granted to a financing institution or other secured party or entity. OWNER: TENANT: Kent Downtown Public City of Kent Market Development Authority By: 1 "� By: Print N LKid 12 hd,tA Print N e• Title: L Title: Date: (� Date: APPROVED AS TO FORM: APPROVED AS TO FORM: �7 *ese ' , Attorney for Owner Tom Brubaker,Kent City Attorney LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT A UTHORITY-L UMBERMAN BARN-PAGE 7 STATE OF WASHINGTON ) ss. COUNTY OF KING I hereby certify that I know or have satisfactory evidence that _.'3 I c�s.��K�� �s fhe person who appeared before me, and said person acknowledged that he signed this instrum the on oath stated that he is authorized to expci}te the ins ent on behalf of the Kent Downtown Public Market Development Authority as its (``% ��1 ,.► , and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box- ,- 'V § WHEREOF, I have hereunto set my hand and official seal the day and year VL •. 5 `A "S co'• 0 1� :U p lit' coOf tAOTA410 Cyte .i C)4Y1P_►'car 111' �• 9• / NOT of Washington,residing ding ai in d f th�Sta� _ G My appointment expires STATE OF WASHINGTON ) ss. COUNTY OF KING ) I hereby certify that I know or have satisfactory evidence that Jim White is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument on behalf of the City of Kent as its Mayor, and such execution to be the free and voluntary act of such party for the uses and purposes mentioned in the foregoing instrument. -Notary Seal Must Appear Within This Box- _��� WHEREOF, I have hereunto set my hand and official seal the day and yea; ��nve'Z I l ��p�ydOTgq�'p�Z 1�� - �i co PUBLIC -rl�.�_.,C�• 11 •'•• NOTARY PUBLIC, in and the State 11 -y 1 g_OQ 1 c� ••.•• • of Washington,residing at V v, Grp My appointment expires P`CxTtIIFSOp.nFJaV)1911VoaCitY PEA 13emd.c LEASE AGREEMENT BETWEEN CITY OF KENT AND (April 29, 2002) KENT DOWNTOWN PUBLIC MARKET DEVELOPMENT A UTHORITY-LUMBERMAN BARN-PAGE 8