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HomeMy WebLinkAbout2.51 Original Contract '\ ,j ~,.__.14 RECORDED AT THE REQUEST OF AND AFTER RECORDING RETURN. TQ: Donald E. Madison Property Manager City of Port Angeles 321 East Fifth Street Port Angeles, Washington 98362 11111I111111111111111111111 1999 1033265 Clallam County LEASE AGREEMENT Lessor: City of Port Angeles, Washington Lessee: Port Angeles Food Bank c::?51 ;/..c:.U r (:;':1 j{ECO:~iU .-1..,.- t ,." ~ . .r loc l{tIJiJ::S/ j;rkf~0:-;:-.___@J !P@!!U ADNfJ€;k@~ "."LfilL!cD iN RE7:"'--a .~-_._ ~ RU~/ClAlLAl1Co- 99.JlJI 22 . . , ...... PH 2: I ~ \Ci!';:'T:..:~...::.r~\cr ry v 1~l.;,I~ '. 0" 'I""" ';"'--:-d- CLALL;}.t.tcof;;4~UDI t OR- BY . 1</ -iJ" Y. WASH. --"~DEPUTY Legal Description: Lots 1,2, 3 &4, Block 85, Townsite of Port Angeles, Township 30 N. Range 6 W.W.M. in the City of Port Angeles, Clallam County, Washington. Assessor's Tax Parcel ID# N/ A Reference # (If applicable) N/ A .... ! : \1: l 'j ; ',j:,;' ~ -~ LEASE AGREEMENT This Lease agreement is made this first day of July 1999, by and between the CITY OF PORT ANGELES, Lessor, and PORT ANGELES FOOD BANK, a non-profit Corporation of the State of Washington, Lessee. 1. PREMISES: Lessor does hereby lease to Lessee those certain premises commonly known as 402 South Valley Street, Port Angeles, Washington, legally described as Lots 1,2,3, & 4 Block 85, Townsite ofPort Angeles, Township 30 North, Range 6 West W.M. in the City ofPort Angeles, Clallam County, Washington. 2. TERM: The term of this Lease shall be for twenty-five (25) years commencing on July 1, 1999 and terminating on June 30,2024. This lease shall supersede the existing month to month rental agreement, dated January 7, 1997, between the City of Port Angeles and the Port Angeles Food Bank. 3. RENT: Lessee covenants and agrees to pay Lessor, at City of Port Angeles, 321 East Fifth Street, P. O. Box 1150, Port Angeles, W A 98362, or to such other party or at such other place as Lessor may hereafter designate, annual rent in the amount offourthousand one hundred fIfty-nine and 78/100ths dollars ($4,159.78), in advance on the first day of July each year of the Lease term. Lessor and Lessee acknowledge that Lessee has made or will complete by July 1, 2000 substantial improvements to the structural, heating, electrical and plumbing systems of the leased premises and that those improvements shall have a significant value to the Lessor beyond the lease term. Said improvements are agreed to have a value of approximately one hundred three thousand, nine hundred ninety-four and 62/1 OOths dollars ($103 ,994.62) and are listed in the schedule attached hereto as Exhibit A. It is agreed that said improvements shall become the property of the Lessor upon commencement of this Lease. Provided that said improvements are completed by July 1, 2000 and approved by the City, the rent specified herein shall be offset until the value of said improvements have been fully amortized in accordance with the schedule attached hereto as Exhibit B. 4. UTILITIES, LEASEHOLD EXCISE TAX, AND FEES: Lessee agrees to pay all charges for light, heat, water, sewer, garbage, drainage and all other utilities and services to the premises during the full term of this Lease. All other items including all license fees, assessments, LID's and other governmental charges levied on the operation of Lessee's business operated on the premises shall be paid directly by Lessee. Because the Port Angeles Food Bank is a non-profit charitable organization, it is e~empt from the Washington State Leasehold Excise Tax and any property taxes under RCW 82.29A.020, RCW 84.36.030 and WAC 458-16-210. 5. REPAIRS AND MAINTENANCE: Premises have been inspected and are accepted by Lessee in their present condition. Lessee shall, at its own expense and at all times, keep the premises neat, clean and in a sanitary condition, and keep and use the premises in accordance with applicable laws, ordinances, rules, regulations and requirements of governmental authorities. Lessee shall permit no waste, damage or injury to the premises; shall keep ail drain pipes free and open; shall protect water, heating and other pipes to prevent freezing or clogging; shall repair all plumbing leaks and damage caused by such leaks; shall replace all glass in windows and doors of the premises which may become cracked or broken; and shall remove iCe and snow from the parking lot adjoining the premises. Lessee shall make such repairs as necessary to maintain the premises in as good condition as they now are, reasonable use and wear and damage by fire and other casualty excepted. Lessee agrees, as a part of the consideration for the reduced rental amount reflected in this agreement, that Lessee shall be responsible for all repair and maintenance of the premises, including structural and other major repair items. 6. SIGNS: All signs or symbols placed by Lessee in the windows and doors of the premises, or upon any exterior part of the building, shall be subject to City laws and ordinances regarding signage. Atthe termination of this Lease, Lessee will remove all signs placed by it upon the premises and will repair any damage caused by such removal. Lease Page 1 of4 7. ALTERATIONS: Should Lessee desire to make additional alterations, additions and improvements to the premises, such shall become the property of the lessor and shall require prior written consent of Lessor, which consent may be withheld at Lessor's sole discretion. In the performance of such work, Lessee agrees to comply with all laws, ordinances, rules and regulations of any proper public authority, and to indemnify and hold harmless Lessor from damage, loss or expense associated therewith. Upon termination of this Lease, Lessee shall have the right to remove from the premises all trade fixtures located thereon. Any trade fixtures removed by Lessee shall be removed at Lessee's sole expense and Lessee shall pay for any damage to the premises caused by such removal. 8. CONDEMNATION: In the event a substantial part of the premises is taken or damaged by the right of eminent domain or purchased by the condemnor in lieu thereof, so as to render the remaining premises economically untenantable, then this Lease shall be canceled as of the time of taking at the option of either party. In the event of a partial taking which does not render the premises economically untenantable 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. Nothing herein contained shall prevent Lessee from pursuing through negotiation or litigation, with the condemnor, compensation for the Lessee's loss to the value of its leasehold interest, including moving costs, leasehold improvements, amortized value of the lease term, etc. 9. LIENS AND INSOLVENCY: Lessee shall keep the premises free from any liens arising out of any work performed by or at the request of Lessee. Should any liens be filed against said property as a result of the acts or omissions of Lessee and Lessee does not promptly remove said liens, then Lessor may cancel this Lease or pursue other remedies at its option. In the event a lien is contested by Lessee, Lessee will be granted an extension equal to or limited to the time necessary to litigate said lien. In the event Lessee becomes insolvent, bankrupt, or if a receiver, assignee or other liquidating officer is appointed for the business of Lessee, Lessor may cancel this Lease at its option. 10. LETTING OR ASSIGNMENT: Lessee shall not sublet the whole or any part of the premises nor assign this Lease without the written consent of Lessor, which consent may be withheld at the Lessor's sole discretion. Lessee's interest in this Lease may be assigned for security purposes to a bank or other institutional lender requiring Lessee's interest herein as collateral for a loan to finance improvements to the leased premises. Lessor agrees to accept and approve amendments to this lease reasonably required by the lender to protect its security interest herein. It is understood and agreed that in the event of a subletting of the whole or any part of the premises, Lessee shall remain fully liable for the performance of this Lease. This Lease shall not be assignable by operation oflaw. 11. ACCESS: Lessor shall have the right to enter the premises at all reasonable times for the purpose of inspection or of making repairs, additions or alterations, and to show the premises to prospective tenants for sixty (60) days prior to the expiration of the Lease term or any extensions thereto. 12. DAMAGE OR DESTRUCTION: In the event the premises are rendered untenantable in whole or in part by fire, the elements, or other casualty, Lessor may elect, at its option, not to restore or rebuild the premises and shall so notify Lessee, in which event Lessee shall vacate the premises and this Lease shall be terminated; or in the alternative, Lessor shall notify Lessee, within thirty (30) days after such casualty that Lessor will undertake to rebuild or restore the premises and that such work can be completed within one hundred eighty (180) days from the date of such notice of intent. If Lessor is unable to restore or rebuild the premises within the said one hundred eighty (180) days, then the Lease may be terminated at Lessee's option by thirty (30) days written notice to Lessor. During the period of untenantability, rent shall abate in the same ratio as the portion of the premises rendered untenantable bears to the whole of the premises. In the event Lessor elects not to rebuild, Lessor shall pay to Lessee a sum equal to the then unamortized portion, if any, of improvements specified in Exhibits A & B, to the extent that Lessor is entitled to recover insurance proceeds for such damage or loss to the structure. 13. ACCIDENTS AND LIABILITY: Lessor or its agents shall not be liable for any injury or damage to persons or property sustained by Lessee or others, in and about the premises. Lessee agrees to indemnify, defend and hold harmless Lessor and its agents from any claim, action and/or judgment for damages to property or injury to persons suffered or alleged to be suffered on the premises by any person, firm or corporation. Lease Page 2 of4 ,<' Lessor agrees to maintain property damage insurance covering the structure of the premises only. Lessee agrees to maintain commercial general liability insurance written on an occurrence basis with limits no less than one million ($1,000,000) dollars combined single limit per occurrence and one million ($1,000,000) dollars aggregate for personal injury, bodily injury and property damage. Lessor shall be named as an additional insured on the commercial general liability insurance policy and a copy of the endorsement naming Lessor as an additional insured shall be attached to the certificate of insurance and provided to Lessor. The commercial general liability policy shall be primary insurance as respect to Lessor and the Lessor shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. 14. SUBROGATION WAIVER: Lessor and Lessee do each release and relieve each other and waive their entire right of recovery for loss or damage of property which arises out of the occurrence of any peril insured against in an all risk property insurance policy. 15. DEFAULT AND RE-ENTRY: If Lessee shall fail to keep and perform any of the covenants and agreements herein contained and such failure continues for thirty (30) days after written notice from Lessor, unless appropriate action has been taken by Lessee in good faith to cure such failure, Lessor may terminate the Lease and re-enter the premises. Alternatively, Lessor may without terminating this Lease re-enter said premises and sublet the whole or any part thereoffor the account of Lessee upon as favorable terms and conditions as the market will allow for the balance of the term of this Lease, and Lessee covenants and agrees to pay to Lessor any deficiency arising from a re-letting of the premises at a lesser amount than herein agreed to. However, the ability of Lessor to re-enter and sublet shall not impose upon Lessor the obligation to.do so. 16. REMOVAL OF PROPERTY: In the event Lessor lawfully re-enters the premises as provided herein, Lessor shall have the right, but not the obligation, to remove all the personal property located therein and to place such property in storage at the expense and risk of Lessee. 17. VENUE: It is agreed that the venue of any legal action brought under the terms of this Lease shall be in Clallam County. 18. NO WAVER OF COVENANTS: Any waiver by either party of any breach hereof by the other shall not be considered a waiver of any future similar breach. This Lease contains all the agreements between the parties, and there shall be no modification of the agreements contained herein except by written instrument. 19. SURRENDER OF PREMISES: Lessee agrees, upon termination of this Lease, to peacefully quit and surrender the premises without notice, to leave the premises neat and clean, and to deliver all keys to the premises to Lessor. 20. HOLDING OVER: If Lessee, with the implied or expressed consent of Lessor, shall hold over after expiration of the terms of this Lease, Lessee shall remain bound by all the covenants and agreements herein, except that the tenancy shall be from month to month. 21. BINDING ON HEIRS, SUCCESSORS AND ASSIGNS: The covenants and agreements of this Lease shall be binding upon the heirs, executor, administrators, successors and assigns of both parties hereto, except as herein above provided. 22. USE: Lessee shall use the premises for the purposes offood bank services for the indigent and for no other purposes, without written consent of Lessor. In the event Lessee's use of the premises increases the fire and extended coverage or liability insurance on the building of which the premises are a part, Lessee agrees to pay for such increase. 23. NOTICE: Any notice required to be given by either party to the other shall be deposited in the United States Mail, postage prepaid, addressed to Lessor at: City of Port Angeles, 321 East Fifth Street, P.O. Box 1150, Port Angeles, WA 98362 or to Lessee at: Port Angeles Food Bank, 402 South Valley Street, Port Angeles, W A 98362 or at such other address as either party may designate to the other in writing from time to time. 24. TIME IS OF THE ESSENCE OF THIS LEASE. Lease Page 3 of4 .' \, 25. CAPACITY OF SIGNATORIES: Each individual executing this Lease on behalf of the Lessor and Lessee represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation. LESSEE: PORT ANGELES FOOD BANK J . p~~ - DIREcrOR STATE OF WASHINGTON ) ) : ss ) COUNTY OF CLALLAM LESSOR: CITY OF PORT ANGELES c l\- c. .... ~ .L ~ , '~-, Gary B~auiJ' Mayo~ '6 B~f~ J~ptnA.- ~ On this d~KersonallfIDPpeared before me JUDI'IH S. HOY and LI deBO ",IIBlU"" tome known to be PRESIDENT and. Dll<ECTOR ,,""~~~~~~A t'tIfthe Port Angeles Food Bank, the corporation that executed the within and forgoing instrument, and ~'knO:y~geu6i\i.t}~~ent to be the free and vol~tary act and deed of ~ai.d corporation, for the uses and purposes ther~n rr:t~19V5'tand~'l?ath~tated that they are authonzed to execu~e sald mstrument. GIVEN unto my hand.'fu1d official se\fi\ltlJrs ~:6TIilay of JULY , 1999. ~ (f) ~ en -- *' -r::r;-.-- - :: -~ : rn PI . -- : :. ': "'7 ".~ .IBLlC "J!I^: - : ..", " ,,(;), ., '" "~:''/f ~" " \: O":-',~.C;'f'!.~~:,:.,~ ,.....:- ~ .'ARY PUBL~C in and fo the State of Washington, " ~ W" SI-\\~-.\.0 ",'" res mg at: POR~ ANGE S '" ". \\" "'DBIUU%\' M commission expires: 9 /29 /02 STATE OF WASHINGTON ) ) : ss ) COUNTY OF CLALLAM On this day personally appeared before me Gary Braun and Becky 1. Upton to me known to be the Mayor and City Clerk of the City of Port Angeles that executed the within and foregoing instrument, and acknowledged said instrument to be the free and vohmtary act and deed of said municipal corporation, for the uses and purposes therein mentioned and on oath stated that they are authorized to execute the said instrument. GIVEN unto my hand and official seal this c::< 0 rt day oa~ , 99 ~R& NO Y PUB C in reslding at 0 My commission expires' A:\FOODBANK.LSE Lease Page 4 of 4 ....> . TRANSFERS: EXPENSES: CHECK # 2161 2163 2164 2166 2167 2168 2175 2176 2181 . 2182 2189 2193 2199 2216 2217 2219 . 2236 Ex,",ibit A PURCHASING ACCOUNT PAID TO: Tom Martin Schmitts Sheet Metal W.B. Dennis Co. All Phase All Phase Tom Martin North Coast Electric Co. All Phase Rose Lumber Peninsula Concrete Cutting Linda DeBord Tom Martin Angeles Electric, Inc Taylor-Sparks Refrigeration Tom Martin Tom Martin Tom Martin Estimated value of Donated Labor and Material (To Date) TOTAL EXPENSES TO DATE: Planned Expenses Existing Building Structural repair of modified truss Insulation In Ceiling New Addition Demolition New Construction (824 square feet) Cabinetry New partitions In the existing structure Site work: concrete works, paving parking lot Sub Total Contingency Fund (8%) Sales Tax, permits, fees, etc. (10%) Estimated cost of Improvements to be made by 7/1/2000 Total Investment to be made in building $16,000.00 AMOUNT $1,182.04 $2,906.83 $107.68 $171.80 $16.76 $2,016.21 $56.22 $570.62 $1,000.00 $377.66 $4,500.00 $687.00 $239.11 $353.91 $1,456.00 $400.00 $700.00 $3,500.00 $20,240.62 1,400.00 9,100.00 . $500.00 25,000.00 6~000.00 2,500.00 27,000.00 70,500.00 5,640.00 7,614.00 83,754.00 $103,994.62 , ,," l' .' Exhibit B , Loan amount $103,994.62 Port Angeles Food Bank Annual Interest Rate 0.00% Term (years) 25 Payment Amount $4,159.78 Pmt# Pmt Amount Interest Principal Balance $103,994.62 1 $4,159.78 $0.00 $4,159.78 $99,834.84 2 $4,159.78 $0.00 $4,159.78 $95,675.06 3 $4,159.78 $0.00 $4,159.78 $91,515.28 4 $4,159.78 $0.00 $4, 15~.78 $87,355.50 5 $4,159.78 $0.00 $4,159.78 $83,195.72 6 $4,159.78 $0.00 $4,159.78 $79,035.94 7 $4,159.78 $0.00 $4,159.78 $74,876.16 8 $4,159.78 $0.00 $4,159.78 $70,716.38 9 $4,159.78 $0.00 $4,159.78 $66,556.60 10 $4,159.78 $0.00 $4,159.78 $62,396.82 11 $4,159.78 $0.00 $4,159.78 $58,237.04 12 $4,159.78 $0.00 $4,159.78 $54,077.26 13 $4,159.78 $0.00 $4,159.78 $49,917.48 14 $4,159.78 $0.00 $4,159.78 $45,757.70 15 $4,159.78 $0.00 $4,159.78 $41,597.92 16 $4,159.78 $0.00 $4,159.78 $37,438.14 17 $4,159.78 $0.00 $4,159.78 $33,278.36 18 $4,159.78 $0.00 . $4,159.78 $29,118.58 19 $4,159.78 $0.00 $4,159.78 $24,958.80 20 $4,159.78 $0.00 $4,159.78 $20,799.02 21 $4,159.78 $0.00 $4,159.78 $16,639.24 22 $4,159.78 $0.00 $4,159.78 $12,479.46 23 $4,159.78 $0.00 $4;159.78 $8,319.68 24 $4,159.78 $0.00 $4,159.78 $4,159.90 25 $4,159.90 $0.00 $4,159.90 $0.00 --, ~- .. .' ~ ~ ~,51 .' f.._ -. 'I ,~ .. . AGREEMENT TIllS AGREEMENT is made this ~t2l..... day og^'> /4f7by and between the CITY OF PORT ANGELES, a municipal corporation of the State Washington (hereafter "City"), and the PORT ANGELES FOOD BANK, a non-profit corporation of the State of Washington (hereafter "FOOD BANK"). FOR AND IN CONSIDERATION OF the mutual covenants and promises herein, it is agreed by the parties as follows: 1. Premises. City agrees to allow FOOD BANK to use the City-owned premises located at 402 South Valley Street in Port Angeles, Washington, rent free, on a temporary basis. 2. Use of Premises. Food Bank shall use the premises to store and provide foodstuffs for indigent persons who reside in and near Port Angeles, Washington, and necessary associated activities and purposes incidental to such operation and for no other purpose whatsoever without the written consent of City being obtained prior to commencement of the new use. 3. Tenn. Food B8nk's use of the premises shall be allowed to continue for an indefinite term on a month-to-month basis provided that upon thirty (30) days notice from the City the Food Bank shall vacate the premises. 4. Utilities and Fees. The Food Bank agrees to pay all charges for electricity, water, sewer, solid waste, and Medic One, subject to the City Budget Payment Utility Program, (Budget Plan). Under the Budget Plan, the Food Bank account shall initially be established at a flat rate of $250.00 per month. In accordance with standard utility policy, the Budget Plan for the Food Bank account shall be subject to review and adjustment, to reflect actual usage and cost, after the first 12 months of occupancy. The Food Bank Budget Plan account will similarly be reviewed and adjusted every 12 months thereafter. 5. Alterations and Improvements. Prior to the Food Bank relocation to the premises, the City represents that it shall remove the motor hoist system and framework, shall assist in electrical rewiring providing 110 volt outlets for the Food Bank's residential refrigerators and for the relocation of the hot water tank to the mezzanine, and shall also assist in a one-time vegetation and debris clean up of the property grounds. Any other alterations and improvements shall be made at Food Bank's sole cost and expense. Prior. written consent of City shall be obtained prior to making any improvements to the premises requiring structural changes. Such improvements made at Food Bank's sole cost and expense, to the extent that they may be removed at the termination of this agreement, may remain the property of the Food Bank. If they cannot be removed without damage to the building, then such improvements shall become the property of the City at the termination of this agreement. Should Food Bank fail to remove any removable fixtures or improvements at the termination of this agreement, they shall also become the property of the City. Improvements made at the City's sole cost and expense shall become and remain the property of the City. The provision of this section shall not exclude the City and Food Bank from jointly making changes, alterations or improvements, provided that such imprvvements shall become and remain property of the City. 6. Repairs and Maintenance. Food Bank represents that it has inspected and examined the premises, accepts them in their present condition, and agrees that City shall be required to make .... . It ,-J ). } . no major structural or mechanical repairs in or upon the premises or any part thereof With the exception of structural repairs, the Food Bank agrees to make any and all other repairs at Food Bank's sole cost and expense, and agrees to keep said premises, including the City owned property surrounding the structure, hazard free, safe and in good order and condition at all times during the term thereof Upon termination of this agreement, Food Bank will quit and surrender possession of said premises quietly and peaceably and in as good order and condition as the same were at the commencement hereof, reasonable wear, tear and damage by the elements excepted. 7. Damage or Destruction: In the event the premises are rendered untenantable in whole or in part by fire, the elements, or other casualty, the City may elect, at its option, not to restore or rebuild the premises and shall so notify the Food Bank, in which event the Food B.ank shall vacate the premises and this Lease shall be ter1l1inated; or in the alternative, the City shall notify the Food Bank, within thirty (30) days after such casualty that the City will undertake to rebuild or restore the preOllses. 8. Accidents and Liability: The City or its agent shall not be liable for any injury or damage to persons or property sustained by Food Bank employees, volunteers, clients or others, in and about the premises. The Food Bank agrees to defend and hold the City and its agents harmless from any claim, action and/or judgment for damages to property or injury to person suffered or alleged to be suffered on the premises by any person, firm or corporation, unless caused by the City's sole negligence. The City agrees to maintain property damage insurance covering the structure of the premises only. The Food Bank agrees to maintain Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000.00 9. Inspection. The City reserves the right to inspect the premises to insure compliance with the terms of this agreement at reasonable times and upon reasonable notice to Food Bank. IN WITNESS WHEREOF, the parties hereto have caused this agreement t; be executed by their respective officers thereunto duly authorized. ~.:T~~, sp r strowski, Mayor PORT ANGELES FOOD BANK By ~i:tl S~ . .~ o,s. President ATTEST: ~o~Q>~,,~ Be,cky Up. n, ity erk \. ~ 'I .. ~~< ., APPROVED AS TO FORM: ,.~.)(]~ .r . ~raig ~ Knutson, City Attorney .N:\PRO.JECTS\FODBK.CON "