HomeMy WebLinkAboutL17-084 - Original - Terreno Valley Corp. LLC - Contract - 8/1/17 4^4��0 CITY CLERK
KE NT O
1 CITY F KENT
WAS r'om 220 4"' Avenue South
Kent, WA 98032
Fax: 253-856-6725
PHONE: 253-856-5725
Lease Agreement Cover Sheet
This document is to be used in lieu of the Contract Cover Sheet
SECTION 1 - CONTRACT PROCESSING AND TENANT SET-UP:
Contract Number: U-1- OV
1. Responsible Department/Division: Public Works - Design
2. Contact Person and Title: Michelle Novak / Property Service Tech
Telephone Extension: 5544
3. Tenant (Customer) Name: Terreno Valley Corporate, LLC
4. Tenant (Customer) Number:
5. General Ledger Account Number:
6. King County Tax Parcel Number: N/A
7. Address of Parcel: South 222nd Block AND 68 TH Ave South
8. Type of Lease: Lease Agreement
9. Council Authorization Date: N/A
10, Mayor Signature Date:
SECTION 2 - LEASE DURATION AND IMPORTANT DATES:
11. Lease Start Date: August 1, 2017
12. Tenant Lease Option Renewal Notification Due Date: N/A
13. Lease Termination Date: July 31, 2018
14. Lease Duration: 1 year
SECTION 3 - RENT DETERMINATION AND D,UIE DATE:
15. Rent: $6,115.45
16. Rent Due Date: Commencement date
17. Calculation of Rental Increase(s): N/A
Lease Agreement Cover Sheet--Page I of 2
SECTION 4 - LEASEHOLD EXCISE TAX:
18. Is this lease subject to leasehold excise taxes?
® YES (go to Question 19)
❑ NO, reason:
19. Are leasehold excise taxes for this tenant centrally assessed, i.e.
directly collected from the tenant by the Washington State Department
of Revenue?
❑ YES (attach written verification received directly from DOR or indirectly
through the tenant, e.g. DOR notification letter)
® NO (go to Question 20)
20. Does Lease Rent include Leasehold Excise Tax?
(Leasehold taxes must be broken out on the invoice and coded: Business
unit.32500.0303)
® YES Calculate the leasehold excise tax (Stated Rent divided by
1.1284)
❑ NO Calculate the leasehold excise tax (Stated Rent times .1284)
SECTION 5 - APPLICABLITY OF UTILITIES:
21. Applicability of Utilities - Check all that utilities that are affected and
indicate provider (e.g. City of Kent), Account Number or basis of
exclusion.
® Does Not Apply
❑ Water:
❑ Sewer:
❑ Drainage:
❑ Garbage:
❑ Electricity/Natural Gas:
SECTION 6 - MONETARY PENALTIES AND LATE INTEREST CHARGES:
22. Monetary Penalties: 50/o late payment after 5 calendar days
23. Late Interest: 5% of Annual rent
SECTION 7 - OTHER LEASE CONSIDERATIONS:
Special lease considerations, e.g. non-monetary rent, etc
® None (check box if no considerations)
Lease Agreement Cover Sheet—Page 2 of 2
LEASE AGREEMENT
BETWEEN THE CITY OF KENT AND TERRENO VALLEY CORPORATE, LLC
FOR PARKING AND STORAGE AREA
(At South 222"d Block and 68t"Avenue South, Kent)
THIS LEASE AGREEMENT (hereinafter "Lease") is between Terreno Valley
Corporate, LLC, a Delaware limited liability company, with offices located at 101
Montgomery Street, San Francisco, CA, 94104("Terreno"and"Lessee"), and the City
of Kent, a Washington municipal corporation of the State of Washington with offices
located at 220 4th Avenue South, Kent, Washington 98032 ("City" and "Lessor").
RECITALS
A. Lessor is the owner of certain real property generally located at the
South 222"d block and 68th Avenue South, in the city of Kent, King County,
Washington.
B. Lessee has agreed to rent a portion of Lessor's property, which is legally
described in Exhibit A, attached and incorporated by this reference (the
"Premises").
C. Lessor is willing to lease the Premises to Lessee on the following terms
and conditions.
NOW, THEREFORE, Lessor and Lessee agree as follows:
AGREEMENT
1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby rents from
Lessor, the Premises, upon the terms and conditions set forth in this Lease
Agreement.
2. TERM.
2.1 Term Defined. The term of this Lease shall be for one (1) years,
commencing on August 1, 2017 ("Commencement Date"), and ending July 31, 2018
("Termination Date").
Lease Agreement
Between Terreno and the City of Kent Page 1 of 10
3.1. RENT. Lessee agrees to pay Lessor as Annual Rent, without
notice or demand, plus leasehold tax, at a rate established by the State of
Washington, currently 12.84%, commencing on the Commencement Date.
Subsequently, the Annual Rent shall be paid in advance, on or before the first day of
October of each year of the five year term. Rent shall be mailed to: City of Kent, 220
Fourth Avenue South, Kent, Washington 98032, Attention: Financial Services.
Dates Rent Leasehold Tax Total Rent
8/1/2017 - $5,419.58 $695.87 $6,115.45
7/31/2018 t I
Lessee shall pay City a late payment charge equal to five percent(5%) of the Annual
Rent for any payment not paid within five (5) calendar days of when due. Any
amounts not paid when due shall bear interest until paid at the rate of one percent
(1%) per month.
4. PREMISES.
4.1 Premises Defined. The Lessor leases to Lessee and Lessee leases
from Lessor the Property legally described in Exhibit A and depicted in Exhibit B
attached hereto and incorporated by this reference.
4.2 As-Is. The City is providing the Premises in "as-is" condition for
Lessee's use. The City makes no representation regarding the condition of the
Premises or improvements located on the same.
S. USE.
5.1 Permitted Use. Lessee shall use the Premises solely for the
purposes of vehicular parking area and a telephone equipment storage yard and other
incidental uses, but for no other purposes, without prior written consent of Lessor.
In the event Lessee's use of the Premises increases fire insurance rates on the
Premises, Lessee agrees to pay for that increase.
5.2 Restrictions on Use. Lessee shall not cause or permit any damage
to the Premises. Lessee shall, at all times, keep current and comply with all
conditions and terms of any permits, licenses, certificates, regulations, ordinances,
statues, and other government rules and regulations regarding its use or occupancy
of the Premises. Lessee shall keep the Premises free and clear of any liens and
encumbrances arising out of or relating to its use or occupancy of the
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Between Terreno and the City of Kent Page 2 of 10
premises. If Lessee fails to comply with all or any of the restrictions on the use of
the Premises set out in this subsection 5.2, the City shall notify Tenant per Section
18.
6. LESSOR'S OBLIGATION TO MAINTAIN PUBLIC TRAIL AND
LESSEE'S OBLIGATION TO MAINTAIN THE PARKING AREA. Lessor shall
maintain the public pedestrian trail, approximately twelve(12)feet in width,adjacent
to and north of the Premises, extending from the West Valley Highway on the east,
westerly to 64th Avenue South, on Lessor's property as shown on Exhibit B. Lessee
shall maintain, to standards specified by Lessor, a public parking area north and east
of the Premises, on Lessor's property adjacent to West Valley highway, for ten (10)
automobiles, as depicted on Exhibit B. The parking area shall be maintained at
Lessee's sole cost and expense. The pedestrian trail and parking area described in
this paragraph are called, collectively, "the Public Improvement." Lessor further
agrees to indemnify and hold Lessee harmless from any and all fees, costs, and
expenses arising out of or connected with any injury to persons or damage to
property associated or connected with any use of the Public Improvements or any
adjacent property owned by Lessor, but only to the extent of Lessee's negligence.
The parties understand and agree that the Public Improvements shall be open for the
use and enjoyment of the public.
7. TAXES. Lessor shall pay all applicable taxes, including real property
taxes and assessments, whether general or special, levied against the Premises.
Should there presently be in effect or should there be enacted during the term of this
Lease Agreement any law, statute or ordinance levying any tax (other than federal
or state income taxes) upon rents. Lessee shall pay such tax or shall reimburse Lessor
on demand for any such taxes paid by Lessor.
S. UTILITIES AND FEES. Lessee shall pay all charges for electricity and
any other utility services accruing at the Premises. Lessee shall directly pay these
utility charges and all other license fees or other governmental charges levied on the
operation of the Lessee's business on the Premises, or the business.
9. REPAIRS AND MAINTENANCE. Lessee has inspected and accepts the
Premises in its present condition. At its sole cost, Lessee shall at all times: (1) keep
the Premises neat, clean and in a good, orderly, and sanitary condition; (2) replace
as necessary all landscaped areas; and (3) keep and use the Premises in accordance
with applicable laws, ordinances, rules, regulations and requirements of
governmental authorities. In addition to, and without limiting, the foregoing, Lessee
shall: (1) permit no waste, damage or injury to the Premises; (2) keep any
Lease Agreement
Between Terreno and the City of Kent Page 3 of 10
and all drain pipes free and open; (3) protect any water, heating, gas and other pipes
to prevent freezing or clogging; and (4) repair all leaks and damages caused by leaks.
10. IMPROVEMENTS TO PREMISES. Lessee and its subtenant(s) shall
make no additions, improvements and alterations to the Premises without Lessor's
prior written approval, which shall not be unreasonably withheld. Such
improvements shall not interfere with the Public Improvements. This work shall be
done at Lessee's sole cost and must comply with the terms and conditions of that
certain Easement between the City of Kent and Puget Sound Power&Light Company,
dated December 28, 1987, and recorded under King County Recording No.
8712311349. Upon the expiration or termination of this Lease, Lessee shall, at
Lessor's option, remove all Lessee's improvements that originated during this one
year term, together with its equipment, and shall restore the Premises to its original
condition at the commencement of this one year term within ninety (90) days of the
expiration or termination date, at Lessee's sole cost and expense.
11. CONDEMNATION. If a substantial portion of the Premises is taken by
any public authority under the power of eminent domain, so as to render the
remaining Premises economically untenantable,this Lease Agreement shall terminate
as of the time of such taking at the option of either party. If a portion of the Premises
is so taken, and neither party elects to terminate this Lease Agreement, or until
termination is effective as the case may be, the rent shall be reduced in direct
proportion to the leased property taken. Lessee shall have no claim to any portion
of the compensation for the taking or damaging of the land or building. Lessee shall
be entitled to negotiate compensation for its own moving costs and its leasehold
improvements.
12. LIENS AND INSOLVENCY. Lessee shall keep the Premises free from
any liens arising by reason of work, labor, services or materials performed or supplied
to Lessee and shall hold Lessor harmless against the same. Should Lessee become
insolvent, bankrupt, or if a receiver, assignee or other liquidating officer is appointed
for the business of Lessee, Lessor may cancel this Lease Agreement at its option.
13. ACCESS. Lessor shall have the right to enter the Premises at all
reasonable times for the purpose of inspection.
14. DAMAGE OR DESTRUCTION. In the event the Premises are rendered
untenantable in whole or in part by fire, the elements, or other casualty, Lessee may
elect not to restore or rebuild the Premises and shall notify Lessor, in which event
Lessee shall restore the Premises to its original condition and then vacate the
Premises and, at that time, this Lease shall be terminated. In the alternative, Lessee
shall notify Lessor within fifteen (15) days after such casualty that Lessee will
undertake to rebuild or restore the Premises. If Lessee is unable to restore or rebuild
the Premises within thirty (30) days, then the Lease may be terminated at Lessee's
option by written notice to Lessor.
IS. INDEMNIFICATION. Lessee shall defend, indemnify and hold the City,
its officers, officials, employees, agents and volunteers harmless from any and all
claims, injuries, damages, losses or suits, including all legal costs and attorney fees,
arising out of or in connection with the Lessee's performance of this Agreement,
except for that portion of the injuries and damages caused by the City's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE LESSEE'S WAIVER OF
IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE
THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
Lease Agreement
Between Terreno and the City of Kent Page 4 of 10
The provisions of this section shall survive the expiration or termination of this
Agreement.
16. INSURANCE. The Lessor shall procure and maintain for the duration
of the Agreement, insurance of the types and in the amounts described in Exhibit C
attached and incorporated by this reference.
17. TERMINATION OF LEASE. If Lessee fails to perform any of the
covenants and agreements in this Lease Agreement, and that failure continues for
thirty(30)or more days after receiving written notice from Lessor specifying Lessee's
failure(s), unless appropriate action has been taken by Lessee in good faith to cure
such failure, Lessor may terminate this Lease Agreement and reenter the Premises.
Lessee shall pay Lessor any deficiency arising from its default, including any rent
owed, the cost of recovering the Premises and any repairs, maintenance, or utilities
attributable to Lessee.
18. MISCELLANEOUS PROVISIONS.
A. Non-Waiver of Breach. The failure of the City to insist upon strict
performance of any of the covenants and agreements contained in this Agreement,
or to exercise any option conferred by this Agreement in one or more instances shall
not be construed to be a waiver or relinquishment of those covenants, agreements
or options, and the same shall be and remain in full force and effect.
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Between Terreno and the City of Kent Page 5 of 10
B. Resolution of Disputes and Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of
Washington. If the parties are unable to settle any dispute, difference or claim arising
from the parties' performance of this Agreement, the exclusive means of resolving
that dispute, difference or claim, shall only be by filing suit exclusively under the
venue, rules and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative dispute resolution
process. In any claim or lawsuit for damages arising from the parties' performance
of this Agreement, each party shall pay all its legal costs and attorney's fees incurred
in defending or bringing such claim or lawsuit, including all appeals, in addition to
any other recovery or award provided by law; provided, however, nothing in this
paragraph shall be construed to limit the City's right to indemnification under Section
15 of this Agreement.
C. No Waiver of Covenants. The failure of the City to insist upon
strict performance of any of the covenants and agreements contained herein, or to
exercise any option herein conferred in one of more instances shall not be construed
to be a waiver or relinquishment of said covenants, agreements or options, and the
same shall be and remain in full force and effect.
D. Written Notice. All communications regarding this Agreement
shall be sent to the parties at the addresses listed on the signature page of the
Agreement, unless notified to the contrary. Any written notice hereunder shall
become effective three (3) business days after the date of mailing by registered or
certified mail, and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement or such other address as may be hereafter specified
in writing.
E. Assignment and Sublease. Lessee may assign its interest in this
Lease Agreement at any time or may sublease all or any portion of the Premises
provided, however, assignee complies with paragraph 16 'INSURANCE"Assignment
will not be valid without said compliance.
F. Modification. No waiver, alteration, or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed by a duly
authorized representative of the City and Lessee.
G. Surrender of Premises. Lessee agrees, upon termination of this
Lease Agreement, to surrender the Premises peacefully, to leave the Premises neat
and clean, and to deliver all keys to the Premises to the Lessor.
H. Signs. Lessee may, at Lessee's sole expense, place external signs
on the Premises provided such signs have been approved in advance by Lessor, and
provided such signs do not violate any statute or regulations existing during the terms
of this Lease Agreement. Lessee shall pay the costs of removal of such signs upon
termination of the Lease.
I. Binding Upon Heirs, Successors and Assigns. The covenants and
agreements of this Lease Agreement shall be binding upon the subtenants, heirs,
executors, administrators, successors, and assigns of both parties, except as limited
elsewhere in this Lease Agreement.
J. Entire Agreement. The written provisions and terms of this
Agreement, together with any Exhibits attached hereto, shall supersede all prior
verbal statements of any officer or other representative of the City, and such
statements shall not be effective or be construed as entering into or forming a part
of or altering in any manner this Agreement. All of the above documents are hereby
Lease Agreement
Between Terreno and the City of Kent Page 6 of 10
made a part of this Agreement. However, should any language in any of the Exhibits
to this Agreement conflict with any language contained in this Agreement, the terms
of this Agreement shall prevail.
K. Compliance with Laws. The Lessee agrees to comply with all
federal, state, and municipal laws, rules, and regulations that are now effective or in
the future become applicable to Lessee's business, equipment, and personnel
engaged in operations covered by this Agreement or accruing out of the performance
of those operations.
L. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
Lease Agreement
Between Terreno and the City of Kent Page 7 of 10
IN WITNESS, the parties below execute this Agreement, which shall
become effective on the last date entered below.
LESSEE: LESSOR:
TERRENO VALLEY CORPORATE LLC CITY OF KENT
By: By:
(signature) (signature)
Print dame: Pdrit "e—uzette Cooke
Its Its Mayor
/1-7 (title)
DATE: AA DATE: F
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
TERRENO VALLEY CORPORATE LLC CITY OF KENT:
Matthew Bean Tim LaPorte
Vice President Public Works Director
Terreno Realty Corporation City of Kent
101 Montgomery Street 220 Fourth Avenue South
Suite 200 Kent, WA 98032
San Francisco, CA 94104
(253) 856-5515 (telephone)
(.253) 856-6500 (facsimile)
APPROVED, S TO FORM:
Kent Law Department
ILease Agreement
Between Terreno and the City of Kent Page 8 of 10
STATE OF WASHINGTON
ss.
COUNTY OF KING
I hereby certify that on the day of 017 have
satisfactory evidence that 44"l' is e_p. son who
appeared before me, and said person ackno, I hat h he signed this
0
instrument, on oath stated that he/she is autho i t execut t 'instrument on
behalf of TERRENO VALLEY CORPORATE LLC, P41aware e i m ited liability, as its
and such ex q ' n,,t6 be the f ee and voluntary act of
such party for the uses and purposes me ti d i the foregoing instrument.
-Notary Seeal ust Appear Within This Box-
IN WITNESS WHER F, I have hereunto set my hand and official seal the day and
year first above written.
A notary public or other officer completing this certificate
verifies only the identify of the individual who signed the
document to which this certificate is attached,and not
thatruthfulness,accuracy,orvalidity of that document,
stale of California CountyoAL _-___
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who proved to rnG, on the ba, dmu,,,nce 13 t;e the
person(s)whose narne(s)rsRare soi)Scnb&,d to ttioa w4iin instrument and
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in stru"mu tthepefsorr(s),ortn GARY HIRSCH
acted,execuied the jrlsl ur I)l I ttq a r Pf NAI TY OF PERJURY C01VIM.N 2161406
under Me laws of flue Slate I,f Ga:rw,a tha r)e f,)regomg paragraph is NOTARY PUBLIC-CALIFORNIA
tru eand correct WITNESS ny',,r,d-d seal. U 94M FRANCISCO COUNTY
My Comm.Ex Ines August 26,2020 K
Lease Agreement
Between Terreno and the City of Kent Page 10 of 10
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