HomeMy WebLinkAbout001630 Original Contract City of Port Angeles
Record#001630
COMMERCIAL PREMISES LEASE AGREEMENT
THIS AGREEMENT is executed in duplicate as of the date of the last signature affixed below,by
and between the PORT OF PORT ANGELES,a Washington municipal corporation(hereinafter"Port"or
"lessor")and the CITY OF PORT ANGELES,a non-charter code city and Washington municipal
corporation(hereinafter"lessee").
NOW, THEREFORE, in consideration of the mutual undertaking and promises contained herein,
and the benefits to be realized by each party,and in future consideration of the benefit to the general public
of the City of Port Angeles to be realized by the performance of this agreement,and as a direct benefit to
the lessor,the parties agree as follows:
1. Leased premises. Lessor hereby leases to lessee, upon the terms and conditions herein
set forth, the real property situated at 2007 South O Street, Suites A and B, approximately 10,000 square
feet of floor space and office(see Exhibit"A"), in the City of Port Angeles,Clallam County,Washington,
legally described as follows LTS 119-126 & 141-150 & VAC STS ABTG; EXC R/W ;SURVEYS V14
PI I;V25 P99;V27 PI 7;V42 P70;V44 P49;V53 P54;SURVEY V69 P7;SUR V71 P78;SUR V72 P13;VAC
ORD#3431;BSP VI P20(hereinafter"the premises"),
2. Use of premises and purpose. Lessee shall conduct the following activity on the
Premises: Operations,storage,and offices for the City of Port Angeles Parks&Recreation Operations(the
"Authorized Use")and such additional uses incidental or otherwise related to such Authorized use.
3. Term. This lease shall begin on the Commencement Date and shall continue thereafter for
a period of two(2)years or until such time as it is not renewed or terminated by either party in accordance
with the terms of this Lease. The Commencement Date shall be the date upon which the second party's
official signature is affixed to this lease agreement. If lessee takes possession of the Premises before the
Commencement Date,lessee shall pay the pro-rata rent for the period prior to commencement of the lease
term.
4. Renewal option. This lease shall be renewable for or up to an additional two(2)years if
construction of the new Parks Maintenance Building on West le Street, Port Angeles is not completed.
Such renewal agreement shall be in writing and executed at least six months (6)prior to the expiration of
the initial term. The terms and conditions of the lease for such renewal term shall be identical with the
original term, except that either party shall have the right to request that the amount of the rent be
renegotiated, that any issue not already addressed in this agreement be considered for inclusion in the
agreement,and/or that any other provision of this agreement be considered for modification.
5. Termination. This agreement may be terminated by lessee or lessor thirty (30) days
following written notice of intent to terminate. If termination is based upon failure of either party to comply
with any term or condition,or to fulfill any obligation,of this agreement,the party who is not in compliance
with this agreement shall be given thirty(30) days after written notice from the other party to cure or to
request dispute resolution under section 25 of this agreement. However,if the noncompliance is of such a
nature that it cannot be completely remedied within a thirty(30)day period,this provision shall be complied
with if the noncompliant party begins correction of the default within the thirty (30) day period and
thereafter proceeds with reasonable diligence and good faith to affect the remedy as soon as reasonably
practicable.
6. Rent. The term "Rent" as used herein includes Base Rent and other fees and charges
assessed herein. Governments are exempt from paying Leasehold Excise Tax.
6.1 Rent shall be paid on or before the first (I st) day of each month beginning on the
Commencement Date. A late charge of one percent(1%)per month will be assessed against past due Rent
from the date such Rent became due. If Rent is not received by the twentieth(20th) day of any month,
lessee shall pay the Port an additional fee of $100 or five percent (5%) of the delinquent payment,
whichever is greater, to defray costs of collecting and handling such late payment. All accrued interest
and late charges shall be paid no later than the twentieth (20th) day of the month following that month in
which such interest or late charges accrued.
7. Base rent.
Lease Area SF $/sf $/mon
MT1 8 Suite A&B TOIO:0:0: 0.45 $4,500.00
Parking/Laydown 1 32,600 0.02 $652.00
Total Base Monthly Payment $5,152.00
Leosehold Exdse Tax, EXEMPT
Total Monthly Payment ssiszoo
8. Base rent adjustment. The Port may, in its discretion, adjust the Base Rent hereunder
upon the provision of written notice prior to the anniversary of the Commencement Date. Upon the
provision of such notice, the rental rate shall be automatically adjusted effective upon the anniversary of
the Commencement Date to reflect the percentage change in the Consumer Price Index for the United States
Western Region, All Urban Consumers, as issued by the U.S. Department of Labor, Bureau of Labor
Statistics,or the closest comparable index if the above index is no longer published, over the last full 12-
month period immediately preceding the anniversary of the Commencement Date for which such data are
available. If the resulting rent rate adjustment is negative, then the rental rate shall not be decreased but
shall remain the same as the preceding period.
9. Premises & acceptance of premises. In consideration of the rents hereinafter reserved
and of the covenants and conditions herein set forth by lessee, the Port does hereby lease the premises to
lessee. The lessee has examined the premises and accepts the same in its present condition.
10. Utilities. Lessee shall be liable for and shall pay throughout the term of this lease all
charges for all utility services furnished to the premises, including but not limited to, light, heat, gas,
Janitorial services, garbage, disposal, security, electricity, water, storrnwater and sewerage, including any
connection fees and any fire protection, police protection, or emergency health services as furnished by
local authorities and as may be the subject of a contract between the Port and such local authorities or as
imposed by ordinance or statute. If the premises are part of a building or part of any larger premises to
which any utility services are furnished on a consolidated or joint basis, lessee agrees to pay to the Port
lessee's pro-rata share of the cost of any such utility services. Lessee's pro-rata share of any such services
may be computed by the Port on any reasonable basis, and separate metering or other exact segregation of
cost shall not be required. At the conclusion of this lease, lessee shall arrange for such utility services to
be terminated and for the final bill to be sent to lessee. Lessee shall be liable for all utility charges that
accrue if it fails to so terminate services.
11. Compliance with Port regulations and with all laws.
11.1 Lessee agrees to take reasonable action to comply with all applicable rules and
regulations of the Port pertaining to the premises now in existence or hereafter promulgated for the
general safety and convenience of the Port,its various lessees, invitees, licensees and the general
public upon receipt of notice of the adoption of such regulations.
11.2 Lessee agrees to comply with all applicable federal, state and municipal laws,
ordinances, and regulations, including without limitation those relating to environmental matters.
Any fees for any inspection of the premises during the lease term by any federal,state or municipal
officer related to lessee use and occupancy of the premises and the fees for any so-called
"Certificate of Occupancy"shall be paid by lessee.
12. Maintenance by lessee. The maintenance and repair of the premises are the sole
responsibility of lessee, except as set forth in the Maintenance Inclusion List attached hereto as "Exhibit
B" and incorporated herein by this reference; PROVIDED,however,that the Port shall be responsible for
repairing at its own cost any interior damage resulting from a roof leak. Lessee shall notify the Port
immediately upon discovering any indication of a roof leak. Lessee shall maintain the premises in good
condition,and shall repair all damage caused by lessee,its employees,agents,licensees,invitees or anyone
on the premises as a result of lessee's activities. In lieu of common area maintenance charges, lessee's
exterior premises maintenance and repair responsibilities include,without limitation and by way of example
only, mowing, general landscape maintenance, snow removal, parking lot sweeping, parking lot striping,
and parking lot, curb and sidewalk repairs. The Port and lessee specifically acknowledge and agree that
the Port has no responsibility to maintain,repair or replace the Lessee-owned Improvements.
13. Damage or destruction. If the premises are damaged or destroyed by fire or any other
cause, lessor shall restore the premises, except for such fixtures, improvements, and alterations as are
installed by lessee in accordance herewith,as nearly as practicable to their condition immediately prior to
such damage or destruction. Lessee, at lessee's expense, shall so restore all such approved fixtures,
improvements,and alterations installed by lessee. The obligations to restore provided in this Section shall
be subject to lessor's termination rights provided below.Any restoration shall be promptly commenced and
diligently prosecuted. Lessor shall not be liable for any consequential damages by reason of any such
damage or destruction.
Notwithstanding any of the foregoing provisions of this section,in the event the premises shall be
destroyed or damaged to such an extent that lessor deems it is not economically feasible to restore the same,
then lessor may terminate this lease as of the date of the damage or destruction by giving lessee notice to
that effect.
14. Alterations and improvements. Lessee shall make no changes, improvements or
alterations to the premises without first obtaining the written consent of lessor,which consent shall not be
unreasonably withheld. The lessor shall determine which changes, improvements, alterations, and repairs,
made by lessee, if any, shall remain on the premises and become the property of lessor upon the
expiration or sooner termination of this lease.
15. Signs. Lessee may place in or upon the premises only such signs as are related to the
authorized use of the premises, PROVIDED that lessee shall first obtain Port's written consent as to size,
location, materials, method of attachment, and appearance. Lessee shall install any approved signs at
lessee's sole expense and in compliance with all applicable laws, rules, and regulations. Lessee shall not
damage or deface the premises in installing or removing signs and shall repair any injury or damage to the
premises caused by such installation or removal.
16. Quiet enjoyment. The Port acknowledges that it has ownership of the premises and that
it has the legal authority to lease the premises to lessee. The Port covenants that lessee shall have quiet
enjoyment of the premises during the term of this lease so long as the terms are complied with by lessee
and subject to the Port's right of entry onto the premises as set forth herein. The Port shall have the right
to place and maintain"For Rent"signs in conspicuous places on the premises for a reasonable period of
time prior to the expiration or sooner termination of the lease. Lessee understands that various federal
agencies,including the Department of Homeland Security and U.S.Coast Guard,have the authority to
restrict access to certain areas on property owned by the Port in order to counter a terrorist or other threat.
Such restrictions could impact lessee's ability to access the premises for an indefinite period of time. Since
such restrictions on access are outside the control of the Port,lessee agrees that such interruptions shall not
be deemed a violation of this lease or the covenant of quiet enjoyment.
17. Port may enter premises for inspection. The Port reserves the right to inspect the premises
after written notice(except where the Port reasonably believes there exists or is about to exist an
emergency,in which case no notice is required)at any and all reasonable times throughout the term of
this lease,provided that it shall not unduly interfere with lessee's operations. The right of inspection
reserved to the Port hereunder shall impose no obligation on the Port to make inspections to ascertain the
condition of the premises and shall impose no liability upon the Port for failure to make such inspections.
18. Security. Lessee specifically acknowledges that the Port has no duty to provide security
for any portion of the premises or surrounding areas. Lessee assumes sole responsibility and liability for
the security of itself,its employees,customers,and invitees,and their respective property in or about the
premises. Lessee agrees that to the extent the Port elects to provide any security,the Port is not
warranting the effectiveness of any such security personnel,services,procedures or equipment,and that
lessee is not relying and shall not hereafter rely on such security personnel,services,procedures or
equipment. The Port shall not be responsible or liable in any manner for failure of any such security
personnel,services,procedures or equipment to prevent or control,or apprehend anyone suspected of
personal injury or property damage in,on or around the premises.
19. Indemnification. Lessee shall forever indemnify,defend,and hold the Port harmless
from all losses,claims,and damages for any injury to person or property that may result from or be caused
in any manner by the lessee's use,maintenance or repair of the premises,and the lessee shall defend any
claim or litigation against said Port arising from such injuries at the lessee's expense,except the lessee
shall have no obligation to defend or save and hold the Port harmless from damages arising from the
negligence of the Port,its agents,contractors or employees. 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. This waiver
has been mutually negotiated and agreed to by the lessee and the Port. The provisions of this section shall
survive the expiration or termination of this lease.
20. Liability insurance. Lessee represents that it is self-insured. Lessee shall,at no expense
to the Port, maintain and provide proof of Washington Cities Insurance Authority Self-Insured Coverage,
in the minimum limits described in "Exhibit C" hereto (Washington Cities Insurance Authority Self-
Insured Coverage Document),and hereafter in such increased amounts as the parties may from time to time
mutually agree upon,to indemnify both the Port and Lessee against any such liability insurance.
21. Property. Lessee shall procure, maintain and provide evidence to the Port during the
term of this Lease and any extensions or renewals of this Lease, fire and extended coverage property
insurance for physical loss and damage, written on an "all risks" basis excluding earthquake and flood
insurance, to the Leased Premises and to all Lessee-owned improvements, with the Port named as a loss
payee. Such policy or policies shall be written in the form of replacement cost insurance in an amount not
less than 100% of the full replacement value, which amount shall be adjusted not less frequently than
annually. The proceeds of such insurance in case of loss or damage shall be first applied on account of the
obligation of the Port to repair and/or rebuild
the Leased Premises to the extent that such proceeds are required for such purpose. Lessee shall also
procure, maintain and provide evidence to the Port during the term of this Lease and any extensions or
renewals of this Lease,business interruption insurance by which Rent will be paid to the Port for a period of
up to one(1) year if the Premises are destroyed or rendered inaccessible by a risk insured against by a
policy of fire and extended coverage property insurance, with vandalism and malicious mischief
endorsements.
22. Waste and refuse. Lessee agrees not to allow conditions of waste and refuse to exist on
the premises and to keep the premises in a neat, clean and orderly condition and to be responsible for all
damages caused to the premises by lessee,its agents,or any third party on the premises.
23. Casualty loss of lessee. The parties hereto agree that the Port shall not be responsible to
lessee for any property loss or damage done to lessee's property, whether real, personal or mixed,
occasioned by reason of any fire, storm or other casualty whatsoever unless such loss or damage is caused
by the Port.
24. Assignment and subletting.Neither this lease nor any right hereunder may be assigned,
transferred,encumbered,or sublet in whole or in part by lessee,by operation of law or otherwise without
lessor's prior written consent,which consent will not be unreasonably withheld.
25. Dispute resolution. In the event a dispute arises as to whether the parties are complying
with the terms of this agreement,the parties hereby agree to use the following dispute resolution procedure
before pursuing any other remedy. First, lessee's city manager and lessor's president, or their designees,
shall meet to resolve the dispute within twenty (20) days of written notice by either party. If the dispute
continues,either party may give written notice to the other to call a Resolution Panel consisting of lessor's
designee,lessee's designee,and a third designee selected by the first two. It is intended that the Resolution
Panel be comprised of designees that are neutral and detached and are not employed by or on the governing
boards of either party to this agreement. In the event the parties are unable to agree upon the third member
of the Resolution Panel,either party may petition the Superior Court of Clallam County for the appointment
of the third member of the Resolution Panel.Each party shall be responsible for any costs or fees associated
with its representative and shall equally pay for any costs or fees associated with the third member. The
parties shall present the dispute to the Resolution Panel within thirty (30) days of the selection or
appointment of the third member of the panel. The Resolution Panel shall render a decision within thirty
(30) days of the presentation or as soon as is otherwise reasonably practicable. The decision of the
Resolution Panel shall be binding upon the parties,and any violation or failure to comply with such decision
shall constitute a default hereunder.
26. Fiscal records.Lessee shall maintain fiscal records and accounts consistent with practices
of similar municipal corporations.
27. Nondiscrimination.Lessee agrees to manage and operate under this agreement in a fair,
equal, and non-discriminatory basis to all users of the premises without discrimination to any person or
group of persons in any manner prohibited by applicable local,state,or federal laws and regulations.
28. Notices.All notices,demands,and requests to be given by either party to the other shall be
in writing. All notices,demands,and requests may be personally served or mailed. If mailed,such notices,
demands,and requests shall be sent by certified or registered mail to the parties at the addresses below their
respective signatures herein.
29. Non-waiver.Time is and shall be of the essence of this lease and of each and every part
hereof, and failure of a party to insist upon the strict performance of any provision hereof shall not be
construed as depriving such party of the right to insist upon strict performance of such provision or any
other provision in the future. No waiver of any provision of this lease nor any alteration,modification, or
abandonment of any covenant,term,or condition of this lease required to be performed shall be deemed to
have been made unless expressed in writing and signed by the parties.No acceptance of rent or of any other
payment by lessor from lessee after any default by lessee shall constitute a waiver of any such default or
any other default.
30. Attorney's fees. In connection with any controversy, claim, or dispute (including
arbitration, administrative, bankruptcy, and judicial proceedings, including appeals therefrom) arising out
of or relating to this agreement, the method and manner of performance hereunder, or the breach hereof,
the prevailing party shall be entitled to and awarded,in addition to any other relief,a reasonable sum as and
for its attorney's fees and costs.
31. Entire agreement. This document contains the entire and integrated lease agreement of
the parties and there are no terms, obligations,covenants,or conditions of said lease agreement other than
those contained herein. This document may not be modified except in writing signed and acknowledged by
all parties hereto.
IN WITNESS WHEREOF,the parties hereto have executed this instrument in duplicate the day
and year first above written.
CITY OF PORT ANGELES(lessee): PORT OF PORT ANGELES(lessor):
By: By:
Signature Slikife
Cas A 0'.0 ,—: l or Y .
Title Title'
Afi
Date Bate
West
Address for Service Address for Service
Approved a to form: Attest:
Wiflillffi'dloor,City Attorney' Kari Martinez B ley,City Clerk
STATE OF WASHINGTON)
)ss.
County of Clallam
On this 17- day of qp4r�,2019,before me,a Notary Public for the State of Washington,
duly commissioned and sworn,personally appeared Nathan West, to me known to be the City Manager
of the City of Port Angeles, the municipal corporation that executed the foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses
and purposes therein mentioned,and on oath stated that he was authorized to execute said instrument,and
that the seal affixed is the seal of said municipal corporation.
Given under my hand and official seal the day and year first in this certificate above written.
,.. moi
SHERRY CURRAN
Notary Public
State of Washington
Commission# 156377 Nat dy' Public i"nd for the State of
My Comm. Expires Dec 1, 20231 Washington,residing at Po Angeles.
My commission expires-
STATE OF WASHINGTON)
)ss.
County of Clallain
On this day of N 2019,before me, a Notary Public for the State of Washington,
duly commissioned and sworn,personally appeared Karen F. Goschen,to me known to be the Executive
Director of the Port, the corporation that executed the foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein
mentioned,and on oath stated that she was authorized to execute said instrument,and that the seal affixed
is the seal of said municipal corporation.
Given under my hand and official seal the day and year first in this certificate above written.
0
NL#7-),
, !*z
0
%
Vol
otary Public in and for the State of
MY Comm WMS Washington,residing at Port Angeles.
My Comm.
12,21023 My commission expires:
No.5575 Z!
(P
A
0Z
op
,#/IF,#W1 p0