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HomeMy WebLinkAbout2.49 Original Contract c:2( ~q PARKING LOT LEASE THIS LEASE made as of the~ay of ':*'LrA-. 19942, by and between HOLY TRINITY LUTHERAN CHURCH, (hereinafter referred to as "Church"), and the NORTH OLYMPIC LIBRARY SYSTEM, a municipal corporation (hereinafter referred to as "NOLS"); and the CITY OF PORT ANGELES, a municipal corporation (hereinafter referred to as "City"); R E PRE 5 E N TAT ION 5: 1. On or about August 2, 1994, the City of Port Angeles, Washington, and the North Olympic Library System, municipal corporations of the State of Washington, entered into an interlocal governmental agreement pursuant to Chapter 39.34 RCW relating to the financing, design, construction, ownership, maintenance and operation of a new library facility located in the City of Port Angeles, a copy of which agreement is attached hereto as Exhibit A. 2. Regulations governing construction and development of the library site require the establishment and maintenance of a certain number of permanent off-street parking spaces in addition to those available for development within the site, itself. The regulations further provide that the parking requirements may be met through the execution of appropriate agreements for off- site parking and/or for provision of needed parking spaces through cooperative use of existing or developed parking spaces. 3. The parties to this agreement deem it to be in their best interests to enter into this lease and cooperative use agreement to provide for expanded shared parking facilities for use by Holy Trinity Lutheran Church and to meet the parking requirements for development applicable to NOLS and City of Port Angeles. 4. It is the intent of the parties by entering into this agreement to provide for parking facilities for the structure to be built by NOLS adjacent to the lease premises for as long as that structure is . used as a library. WIT N E SSE T H: In consideration of their mutual promises, the parties hereto do hereby mutually agree as follows: 1. Leased Premises: The Church hereby leases to NOLS, and NOLS hereby hires and leases from Church the property described as leased premises in Exhibit B attached hereto situated in Clallam County, State of Washington, to be used as a parking lot upon the terms and during the hours set forth herein. 2. Term: This lease shall be for a term of fifty (50) years commencing tJA v.. I , 199 h. NOLS shall have the option to extend the lease term for five (5) . ~nsecutive eriods of five (5) years each, the first option period commencing upon the expiration of the initial term set forth in this section and the successive option periods commencing upon the expiration of the prior option period. If NOLS elects to exercise any of the options aforesaid, it Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 1 shall give notice to the Church, in writing, of such election not later than ninety (90) days prior to the termination of the lease term or extension thereof. Neither party may terminate this Lease, unless the other party has committed a material breach of its commitments under the conditions of the Lease. 3. Rent: As consideration for the lease leased premises, and joint use agreement, NOLS agrees to design and construct, at NOLS's sole expense, a parking lot, which shall include landscaping and lighting, upon leased premises in a manner agreed to by the Church, City and NOLS, and in accordance with local ordinances governing safety, design and construction of parking lots located within the city limits of Port Angeles, Washington. 4. Scope of Lease: NOLS and Church shall have use of the parking lot upon the leased premises with the Church having parking available as required for the traditional functions of Church. Otherwise, NOLS shall have the shared use of the parking lot for the purpose of parking of motor vehicles during the hours necessary to perform normal business functions. Special events for each party will be coordinated to minimize potential negative on-street parking impacts to the adjacent neighborhood. 5. Signs: NOLS shall have the right to install one or more signs suitable for parking lot purposes upon the parking lot, provided the written consent of the Church is first obtained. Said consent shall not be unreasonably withheld. NOLS shall be responsible for the expense of the installations and maintenance of such signs. The Church may install a sign on the northwest corner of the property (the area that was formerly the Orcas Street intersection with Chase Street) subject to local ordinances. 6. Users of Parking Lot: The rights of NOLS to use the parking lot hereunder may be exercised by any person or persons so designated by NOLS, including its employees, invitees, agents, and contractors. Both the NOLS and Church may designate up to ten (10) stalls, other than, and in addition to, handicap stalls, for assigned use adjacent to their respective facilities. 7. Maintenance: During the term of the lease, NOLS shall maintain and repair, at its sole expense, all elements of the parking lot, including paving, signage erected by NOLS, lighting and landscaping to standards safeguarding public safety and retention of aesthetic quality. The Church may repair a problem and charge the NOLS if NOLS has not responded within 30 days of a notice by the Church of an existing problem. At the end of the term or extension thereof, the paving and striping shall be in good condition, not in need of repair. In addition, the Church and NOLS shall both be responsible for removing snow and ice during their respective periods of use of the leased premises as set forth in paragraph 4 hereof. 8. Insurance I Hold Harmless: NOLS shall obtain and maintain in full force and effect liability insurance in amounts not less than one million dollars ($1,000,000) for anyone occurrence, three million dollars ($3,000,000) annual aggregate property damage, indemnifying NOLS, City, and the Church from any liability, claim or demand arising out of the condition of or activities upon the leased premises. NOLS and the Church and City shall be named as insureds. Such insurance shall be written by an insurance company authorized to transact business within the state of Washington, and a certificate or certificates evidencing such insurance coverage shall be furnished by NOLS to the Church and City upon written request. As between the parties hereto, and without acknowledging any liability as to any other party, Church shall hold harmless Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 2 . and indemnify NOLS and the City arising out of ahy claims for any damage or injury to property or persons resulting from its activities in use of the leased premises; in all other instances NOLS shall hold Church and City harmless and shall indemnify them as a result of any claims arising out of use of the leased premises. This provision is not intended to confer any third party beneficiary rights, beyond those stated in item 9, nor is it an acknowledgment of liability to any third party. 9. Status of City: The status of the City of Port Angeles is that of a third-party beneficiary under the terms of this Lease. The purpose of the Lease is to provide parking necessary for the proposed use of a facility to be constructed with funds generated by bonds authorized and paid for by the taxpayers of the City of Port Angeles. Should NOLS fail or cease to be able to perform, it is agreed by and between the parties that the City of Port Angeles may, at its option, succeed to the rights of NOLS in said Lease. 10. Default: If NOLS fails to materially perform any covenant, condition, or provision of this Lease within thirty (30) days after written notice specifying the deficiency is given by Church to NOLS and City, the Church may elect to terminate this Lease and any and all interest and claim of NOLS or City by virtue of this Lease, whether such interest or claim is existing or prospective, and to terminate all interests of NOLS and City in the parking lot. In the event that Church does terminate this Lease pursuant to this paragraph, the Church will reimburse the unamortized portion of the cost of designing and constructing the parking lot upon the property described herein as set forth in Exhibit C. A change in use as a library facility shall be considered a default of this lease and the terms and conditions of this lease shall be re-negotiated between the parties. 11. Condemnation: Rights and duties of the parties in the event of condemnation are as follows: (a) If during the term of the Lease the whole of the leased premises shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, this lease shall cease and terminate as of the date on which title shall vest in the authority. NOLS and City shall be entitled to participate in the condemnation award by an amount equal to the lesser of: (1) The unamortized portion of cost of designing and constructing the parking lot upon a portion of the property described herein, or (2) A prorated amount of the condemnation award based upon the number of years left in the lease term as compared with the number of years NOLS has used and occupied the premises described herein in accordance with the terms of this agreement. 12. Other Obligations. NOLS is responsible to pay any real property taxes, if any, upon the lease premises. 13. Waiver of Subrogation Rights. Each of the parties hereto hereby releases the other, and the agents, employees and successors of such other party, from all claims, demands and liabilities arising from unintentional acts or omissions of the other party which result in loss for which the party sustaining such loss is indemnified under a policy or policies of insurance. Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 3 14. Notices. Any notices required or perfnitted to be given under the terms of this lease, or by law, shall be in writing and may be given by personal delivery or certified mail, directed to the parties at the following addresses, or such other address as any party may designate in writing prior to the time of the giving of such notice, or in any other manner authorized by law: Church: HOLY TRINITY lUTHERAN CHURCH c/o Senior Pastor 301 Lopez Street Port Angeles, WA 98362 NOlS: NORTH OLYMPIC LIBRARY SYSTEM c/o Director 2210 S. Peabody Street Port Angeles, WA 98362 City: CITY OF PORT ANGELES c/o City Manager PO Box 1150 Port Angeles, WA 98362 15. Binding Effect. All of the covenants, agreements, conditions and terms contained in this Lease shall be binding upon, apply and inure to the benefit of the successors and assigns of the respective parties hereto. However, nothing in this paragraph shall be construed as modifying in any way any restrictions on assignment and sublease provided in this Lease. 16. Waiver. No waiver of any right arising out of a breach of any covenant, term or condition of this Lease shall be a waiver of any right arising out of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 17. Integration. This lease constitutes a final and complete statement of the agreement between the parties and fully supersedes all prior agreements or negotiations, written or oral. 18. Dispute Resolution. Any party may demand submission of an alleged breach of the terms and conditions of this lease to arbitration by written demand to the other party or parties. Each party shall appoint a neutral and detached person as an arbitrator, and the arbitrators so selected shall agree upon one additional neutral and detached person to also serve as arbitrator. The arbitration shall be conducted under the rules of the American Arbitration Association. This lease shall be interpreted and construed under the laws of the State of Washington and venue for action concerning this lease shall lie in Clallam County, Washington. 19. Assignment. No right or obligation under this Lease shall be assigned without the consent of all parties hereto except as provided under item 9. 20. Recording. This lease and the exhibits thereto shall be recorded in the office of the Auditor of Clallam County, Washington. Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 4 21. Exhibits. A. Agreement dated August 2, 1994 between NOLS and City of Port Angeles B. Map showing the property to be used for the parking lot and denotation of leased premises. C. Amortization Schedule daYOf~~ STATE OF WASHINGTON) )ss. County of Clallam ) On this C/' day of ;;t;.~ , 1996, before me, the u State of Washington, duly commissioned and sworn, I}f1rsonallyappeared to me known to be the::Q, ~,/I./ .dlll-Al ~ and of the corporation that executed the foregoing instrument, and a nowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and that the seal affixed is the corporate seal of said corporation. Dll.'fED this /.2 \ , HOL Y -rRIN!TV LUTHERAN CHURCH - 1-";" By Its NORTH OLYMPIC LIBRARY SYSTEM ~S:' :,:~*~ 1996. CITY OF PORT ANGELES g~('r~ ~"C<J( l:::- Its ~.<!.) Attest: h 0 .~ (f>'H' ~ JIpn II. State of Washington County of Clallam ~_ Signed or attested before me on /Z ~~, /?9c" by '17J';fy:'~ ~~ ~i.gnafure_~4?4t~~ k~ MY appointment expires ~ // /9 G Witness my hand and official seal hereto affixed the day and year first above written. " " . l. ) .., , ' 't. ,,,_ ~~. '- ~P-&~j~~ Notary Public in and for the State of Was . gton. Cf /J . 01 A _ ~ Residing at ~ My commission expires: Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 5 STATE OF WASHINGTON) )ss. County of Clallam ) On this / .z day of ~ 996, before me, the undersigned, a Not~~tiC in and for the State of Washington, duly commissioned and sworn pe sonally appeared~~1) ~Li and A to me known to be the . d I . . ,..ur eJl~~ -- the corporation that exec ed e foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. ""'\ ' .' ~~.~ Notary Public in and for the Stat~ ~f Was.PV1gton ~ Residing a~. My commission expire. L/,///9b ~~ STATE OF WASHINGTON) )ss. County of Crallam ) On this c:2~ d day of Jd.-tu.tU/1 ,1996, before me, the und 'signed, a Notary Public in and for the St te of W hington, duly commissioned and sworn, personally appeared ~At 'Ll.--U _ '/_ 'A.~-<-<.>-"'~ - and . , /L t;:....J to me known to be the '7lJ.u-/~ and:4-0 ,t!t2LA-,!'/ of ~t; iL !u . oU the corporation that executed the foregoing instrumenf, and acknowledged the said instr ent to be the ree and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the da/Jd year first above written. \\\\\\""'''"1111. ~ ad--' ~\'" f'ASL 1'.11; , ~ v" ~~ ~ NQ ry Public in and for the ~ ~'V \ \. State of Washin. on. ~ f 0 1. ~ R )' % ~ Residing at ~M-i" ~ + nO-9" : 0 ~ My commission expires: = 1-" ,0 1 I- == ::: PU9'- l J? ~ ~ tP,>. .. .... ~ $' ~ ..,)-, ............ Ci:J X' ,.;$" ~M.." l:".L\.r::.. \r.I ~ \\~ C:\WP\WP60DA T A \U/09W'~'lI-'A'R~~KG5.wPD 1III/IIn\l\\\ Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles Page - 6 EXHIBIT A INTERLOCAL GOVERNMENTAL AGREEMENT FOR JOINT DEVELOPMENT OF LIBRARY FACILITIES THIS AGREEMENT is entered into this 2nd day of August , 1994, between the City of Port Angeles, Washington, hereinafter referred to as "City" and North Olympic Library System, hereinafter referred to as "NOLS". REPRESENTATIONS 1. The City of Port Angeles has entered into an agreement with Clallam County for the formation of the North Olympic Library System. Pursuant to the agreement, the City contributes a building within the City limits for the operation of a public ~ibrary. 2. The existing Port Angeles library building is inadequate to meet the needs of Port Angeles and would require e}(;tensive modifications in order to comply with the Americans with Disabilities Act. A previous county-wide bond issue to finance the construction of new library facilities was not successful despite the fact that it 'Nas passed by voters wi thin Port Angeles. Accordingly, the City Council has agreed to the NOLS's request to submit a bond issue to Port ARgeles voters for the construction of a new library facility in Port Angeles. 3. Since the new library would be financed by bonds issued by the City of Port Angeles, the structure will be owned by the City and leased to the NOLS. Since the site for the new facility is owned by the NOLS, the land will remain under NOLS ownership. 4. The parties have agreed as set forth below that there is a need for mutual coooeration and identification of resDonsibili- ties in order to pr~sent the bond issue to the voters and to provide for the design and construction of the facility should the bond issue be approved. 5. The City is willing and qualified to manage the design and construction phases of the project and to participate with the NOLS in an advisory committee that will make recommendations to the City Council and NOLS Board of Trustees on decisions that must be made as the project progresses. 6. The parties are authorized and empowered to enter into this Agreement pursuant to Chapter 39.34 RCW. 7. The parties have each determined that this Agreement 1S mutually fair and advantageous. AGREEMENTS NOW, THEREFORE, in consideration of the above-representations and the mutual contributions, covenants and agreements contained herein, the parties hereby agree as follows: - 1 - 1. Purpose. The purpose of this Agreement is to set forth cen::ain agreements between the city and NOLS relating to the financing, design, construction, ownership, maintenance, and opera~ion of a new library facility in the City of Port Angeles and possible renovation or removal of the existing library facility. 2. Pro;ect description/scope of ','lOrk. The 'dork to be completed pursuant to this Agreement, which work will also be referred to as the "proj ect" , will consist of financing, developing, and equipping a new library building of approximately 25,000 square feet for the greater Port Angeles area as well as the possible renovation or removal of the existing public library in Pan: AngE~les. The new library building will be located on a site currently owned by the NOLS adjacent to the NOLS's administrative cen~er located on E. Lauridsen Boulevard. The project will consist of all necessary financing, architectural, engineering and other consul ting services, inspection and testing , administrative and relocati,:;)n expenses, utilities, and other work necessary to design, construc'c and equip a new library. 3. Duration. The duration of this Agreement will be from the date of execution by both parties and will continue until either the bond issue for the new library does not receive voter approval, the parties enter into a lease of the new library facility, or the parties sooner agree to modify, extend, or terminate this Agreement. 4. Financinq. The design and construction of the new library facility and the possible renovation or removal of the existing library facility shall be financed in whole or in part by bonds issued by the City of Port Angeles, if such bond issues are approved by the voters in an election to be held on September 20, 1994, and by funds provided by the NOLS. The amounts of said con~ributions are set forth in the attached Exhibit A, which is a~tached hereto and incorporated herein by this reference. Any ccs~s incurred in the design and construction of the new library facility, which costs are over and above the amounts set forth in Exhibit A, shall be borne by the NOLS: provided that incurring such addi tional costs shall be subj ect to the approval of the NOLS, which approval shall not be unreasonably withheld. 5. Bond election and issuance fees. The city will sponsor a bond election to be held on September 20, 1994. The two ballot propositions will ask Port Angeles voters to authorize the city to issue a total of 3.9 million dollars of general obligation bonds. One ballot proposition will be for 3.6 million dollars of bonds for the new library. The other ballot proposition will be for $300,000 of bonds for renovating the existing library building. The City '..Jill also retain the services of bond counsel and financial consultants as necessary to prepare the required legal documents and to issue and market the bonds. All expenses of the bond election and all fees of bond counsel and the financial consultants shall be paid by the NOLS. - 2 - 6. Proiect site. The NOLS shall provide a suitable site for the construction of the new Port Angeles library. The NOLS's title to the site shall be clear of liens or other encumbrances that could adversely affect the construction or operation of the new library. The site will be located in the City of Port Angeles on property currently owned by the NOLS adj acent to the NOLS' s administrative center on E. Lauridsen Boulevard. 7. Construction fund and expenditures. All proj ect funds as described in Paragraph 4 above shall be placed in a fund to be administered by the City's Finance Director and to be known as the Pori: Angeles Library Construction Fund. All expenditures from said fund shall be in accordance with payment requests duly authorized by the City Council and shall be in compliance with the bond ordinance and related documents. 8. Port Anqeles Librarv Advisorv Committee. The City and NOLS shall form the Port Angeles Library Advisory Committee, which shall make recommendations on matters to be decided by the City Council and/or NOLS Board of Trustees such as architect selection, bid award, and change orders, and which shall be constituted as follows: a. one City Council member b. one NOLS trustee c. one membe~ of Friends of the Library d. city Manager or designee e. NOLS Director or designee f. Project Manager 9. proiect Manaqer. The project Manager shall be the City's Public Works Director or designee, who shall oversee the design and construction of the proj ect on behalf of the City and NOLS and shall make recommendations to the City Council and/or NOLS Board of Trustees on matters such as progress payments, change orders, substantial completion and final completion. 10. Architect selection. The architect for the design of the new Port Angeles library will be selected in accordance with the requirements 0 f Chapter 39 . 80 RCW. The Port Angel es Library Advisory Committee shall make a recommendation as to the most qualified firm. The final selection shall be made by the City Council subj ect to the approval of the NOLS Board of Trustees, which approval shall not be unreasonably withheld. The City shall negotiate a contract with the most qualified firm at a price which the City determines is fair and reasonable. 11. Bid award. The contract for constructing the project shall be awarded to the lowest responsible bidder in accordance with the requirements of RCW 35.23.352 and other applicable statutory provisions. The Port Angeles Library Advisory Committee shall make a recommendation to the City Council, which shall award the bid to the lowest responsible bidder, subject to the approval of the NOLS Board of Trustees, which approval shall not be unreasonably withheld. - 3 - 12,. Proqress '8avments. Progress payments to the architect and the construction contractor shall be approved by the City Council based on the recommendation of the Project Manager. 13. approved forth in B and is Chanqe orders. Change orders shall be processed and consistent ~..;ith the City I s change order policy as set Resolution No. 7-91, which is attached hereto as Exhibit incorporated herein by this reference. 14. Administrative costs. The City shall be reimbursed for all project management and administrative costs related to the project, including but not limited to finance, legal, construction oversight, and related services and activities: provided that reimbursement for such administrative costs shall not exceed $50,000 unless otherwise approved by the NOLS Board of Trustees: and pro1vided further that the $50,000 reimbursement amount shall not include the bond election costs and bond issuance fees as set forth in Paragraph 5 above. 15. Leqal requirements. The parties agree to comply with all legal requirements that apply to the project and related acti- vities, including but not limited to legal requirements applicable to the city such as architect selection, bidding, tenant reloca- tion, and prevailing wages, as well as legal requirements set forth in City ordinances, such as permitting and parking regulations. In the case of tenant relocation, NOLS specifically agrees to comply with, and fund all expenses of, the City I S Residential Anti- Displacement and Relocation Assistance Plan, to the extent said Plan is applicable to the project. 16. Ownership/lease. The new Port Angeles library site will be owne~d by the NOLS and leased to the city. The building and all appurtenances thereto will be owned by the city. The City shall providE~ insurance on the building until the project is complete. Upon project completion, the parties will execute a lease of the entire premises, including the land and the building, from the City to the NOLS. The term of the lease will be at least until the bonds are no longer outstanding. The lease will contain provisions requiring the NOLS to operate and maintain the building as set forth in Paragraph 17 below, pay for all utilities, and provide necessary property and liability insurance with the City as a named insured. The lease will also contain provisions requiring the City to be responsible for correcting construction defects for the duration of the warranty period(s) provided for in the construction contract and for making major structural repairs. 17. Operation and maintenance. The NOLS shall operate the premises as a full service library for the citizens of Port Angeles and the general public in accordance with all applicable legal requirements and for purposes incidental to such operation and for no other purpose whatsoever without the, written consent of the City. The NOLS shall provide all management, supervision, personnel, materials, equipment and supplies necessary to library operations and shall take all reasonable precautions to prevent damage, injury or loss, by reason of or related to the operation - 4 - and maintenance or the racility, to any persons or property, and shall provide liability insurance coverage In such amounts necessary to fully cover such damage, injury or loss which may occur despite reasonable precautions or in the event such precau- tions are not taken. The NOLS shall properly supervise and direct its employees and other parties implementing the performance of its duties under this Agreement, and the NOLS shall be fully respons- iblE: for the performance of such employees and other parties. The premises shall be maintained by the NOLS in a reasonably prudent manner as necessary to promote the building's normal useful lifE:, including all structures and equipment necessary to keep the library facility fully operational for the purposes set forth in this Agreement. The NOLS will maintain property insurance coverage in such amounts necessary to fully insure the NOLS facilities and will apply all insurance proceeds to repair or replacement of the facilities. In the event the facilities are damaged or rendered unusable by an uninsurable cause despite reasonable maintenance by the NOLS, replacement of the facilities shall be accomplished as mutually agreed upon by the parties at the time such replacement becomes necessary. 18. Existinq librarv buildinq and Citv records storaae. The City will decide in its sole discretion what actions to take with regard to the existing library building, which actions may include renovating or removing the building. For such purposes, if both bond issues receive voter approval, the City shall be able to expend up to $500,000 of the project funds as set forth in para- graph 4 above and Exhibit A. If the bond issue for renovating the existing library building does not receive voter approval and the bond issue for the new library building does receive voter approval, then prior to the execution of the lease as set forth in paragraph 16 above, the NOLS shall pay the City up to $400,000 from NOLS funds for renovating or removing the existing library building. In addition, the NOLS recognizes 'che city I s need for records storage space and agrees to make a good faith, cooperative effort with the City in making space available in the existing NOLS administrative services center building for City records storage. 19. Liabilitv. Each party agrees to hold the other harmless from any claim resulting from such party's sole negligence and from actions or omissions that are solely attributable to any employee or agent of such party. 20. Non-discrimination. The parties shall perform their responsibilities under this Agreement in a manner which assures fair, equal and non-discriminatory treatment of all persons, with respect to race, creed, sex, ~iet Nam era veteran s'catus, disabled veteran condition, physical or mental handicap, or national origin and, in particular: a. the parties will maintain open hiring and employment practices and will welcome application for employment in all positions from qualified individuals who are members of such minorities: and - 5 - b. the parties will comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non-discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to such minority status. 21. Assiqnabilitv. The rights and responsibilities of each party pursuant to this Agreement shall not be assigned without the other party's written agreement. 22. Dispute resolution. Any alleged breach of this Agreement shall be subject to arbitration as may be required by applicable court rules, statutes, or other legal requirements. Any litigation between the parties pursuant to this Agreement shall be brought in Clallam County Superior Court. 23. Filinq. Copies of this Agreement shall be filed with the City Clerk, the Clallam County Auditor and the Secretary of State of the State of Washington. 24. Severabili tv. In the event any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized officials as set forth below. CITY OF' PORT ANGELES NORTH OLYMPIC LIBRARY SYSTEM I (', I L 'I' r--T) . By: t~~ v- -<J............ ~C1....\. '''p? v..-T JOfln K. sa~ge~t:"l Mayor DQ;t.e: ? - :..: _ ...i<.J' By: c~~~ Pr~Sla~ t Board of Trustees Date: ~.- ~ -""# 't ATTEST: ~ (~ I '!;;1:./t.ETAirur ~,qR~ ~ Trz.ASTEtO , ' APPROVED AS TO FORM: 12<< . (J.X;;0L Craig D.~Kliutson, City Attorney City of: ~ort Angeles .-'.:lIllerloc:al.agr - 6 - EXHIBIT "A" New Library Bonds for new library design and construction: $3.6 million NOLS contribution for new building design, construction, bond election costs, bond fees, contingencies, City's administrative costs: .6 million Subtotal $4.2 million Existinq Librarv Alternative 1: Bonds for existing library renovation $.3 million NOLS contribution for existing library renovation and remodeling: $ .2 million Subtotal $ .5 million Alternative 2: NOLS contribution for existing library renovation or removal, if bond issue for new library passes but bond issue for existing library renovation fails $ .4 million Exhibit B PROPERTY DESCRIPTION The church property (leased premises) which is the subject of this lease is described as follows: Lots 3 through 10 and all of the vacated alley south of lots 4 through 10 and all of the vacated alley south of the west % of lot 3 and the north % of the vacated alley south of the east % of lot 3, Block 18 of the Puget Sound Cooperative Colony's Second Addition, Section 10, Township 30N, Section 6W, Clallam County, Washington. The area to be used for the cooperative parking lot is shown below: i-r I ! Tl I I I lJ_iJ T7-n I I I , , I , , -Ll_U t)' OReAS ST. ______ 6> ~ '. < ~ I.AC//? ----: (' - J. '. r :/OS)'--'I' J' '. - <--IV ~ pI: rr,- r ;-,--... a( //0. . I I Sf'V"'D I ' T -h i i I' 1;0Q0(;~;,,~,"~,; r i~) 1 I 8 0 c I I I 22, I I I I I I I I I I J, I I I I I f-...: V) Tr-n ~ ~ (j tEASED PREMISES >-- 8 Cl::l ~ C( LL_I~ -r-li I 8 L 0 C I 18 , I I I I I I , I I I I I I I I I I I I Ll_U_l-Ll_U_l--1 LOPEZ S1. _I_J~ ------- Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles YEAR I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ANNUAL 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 3.5%: 3.5% 3.5% 3.5% 3.5% 3.0% 3.0% 3.0% 3.0% 3.0% 2.5% 2.5% 2.5% 2.5% 2.5% 2.0% 2.0% 2.0% 2.0% 2.0% Exhibit C Amortization Schedule TOTAL No termination during the +first 10 years. 45.0% 48.5% 52.0% 55.5% 59.0% 62.5% 65.5% 68.5% 71.5% 74.5% 77.5% 80.0% 82.5% 85.0% 87.5% 90.0% 92.0% 94.0% 96.0% 98.0% 100.0% Parking Lot Lease Holy Trinity Lutheran Church, NOLS and City of Port Angeles