HomeMy WebLinkAboutLease LAG-13-001
Carco Theater lease
ARTICLE 1. BASIC TERMS
This Article 1 contains the Basic Terms of this Lease between the Lessor and Lessee
named below. Other Articles, Sections, Subsections, and Paragraphs of the Lease
referred to in this Article 1 explain and define the Basic Terms and are to be read in
conjunction with the Basic Terms.
Section 1.1 Date of Lease:
January 1, 2013—December 31, 2017
Section 1.2 Lessor and Lessee:
City of Renton (the "City") (hereinafter "Lessor")
1055 South Grady Way
Renton, WA 98057
425-430-6500
Puget Sound Access ("PSA") (hereinafter "Lessee")
22412-72 nd Avenue South
Kent, WA 98032
1.2.1 Lessee's Address at Time of Execution of Lease:
Puget Sound Access (hereinafter "Lessee")
22412-72 nd Avenue South
Kent, WA 98032
1.2.2 Address of Property to be Leased by Lessee:
Carco Theatre
1717 Maple Valley Highway
Renton, WA 98057
Section 1.3 Exhibits incorporated by reference:
1.3.1 Exhibits A- E, attached hereto, are incorporated by reference as if fully set forth
in this Lease.
Section 1.4 Property Legal Description:
1.4.1 Carco Theatre, identified above in section 1.2.2, is the subject property of this
Lease and is described in Exhibit "A". Carco Theatre includes the land, the buildings and
all other improvements located on the land.
Section 1.6 Lease Term:
1.6.1. The term of this Lease shall be five (5) years, beginning on January 1, 2013 (the
"Commencement Date"), and ending on December 31, 2017.
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Section 1.7 Permitted Uses:
1.7.1 Lessee shall engage in the business of providing an event, theater, filming,
meeting, and video production facility.
Section 1.8 Vehicle Parking:
1.8.1 Parking spaces are shared by the Renton Community Center and the Henry
Moses Aquatic Center. Lessee and Carco Theatre users shall be allowed use of any of
the established parking spaces on a first-come, first-served basis. Users are subject to
established parking rules, which are subject to change.
Section 1.9 Rent and Other Charges Payable by Lessee:
1.9.1 Base Rent: Lessee shall pay Lessor monthly Base Rent during the Lease Term
according to the following schedule:
Monthly Base Rent Amount $2,500.00
1.9.2 Base Rent shall be due no later than the first of each month.
1.9.3 Excise Tax: The current leasehold excise tax is 12.84%, which the City collects on
behalf of the State. This amount is also due with the base rent payment. However, as a
non-profit, PSA may apply for and receive an excise tax exemption certificate from the
Department of Revenue. As long as this certification is provided to the City and in force,
Lessee will be exempted from paying the excise tax in addition to the base rental
amount. Rental for any period during the term of this Lease which is less than one
month shall be paid in pro rata portion of the monthly lease payment installment
amount.
1.9.4 Revenue Sharing: In addition to the monthly Base Rent above, Lessee shall pay
monthly to Lessor the following amounts based on theater uses, including related post-
event, post-production, and media distribution services. Such amounts shall not include
any taxes paid by Lessee or gratuities.
First Year 12%of venue-generated gross receipts
Second Year 13%of venue-generated gross receipts
Third through Fifth Years 14%of venue-generated gross receipts
Income that PSA generates in ways that do not involve Carco Theatre bookings are not
subject to percentage rents. PSA will make good faith efforts to grow and improve
Carco Theatre capacity and technical support to attract clients and to be a better
resource to the community on a continuous basis.
1.9.5 Fee Increases: Increases may not be imposed without prior Renton City Council
approval. When Lessee proposes to increase any of the fees charged to users, a list of
these increases shall be sent to the Lessor's representative for presentation to the City
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Council for approval. The time frame for Lessor action on approval is normally one
month.
As noted above, Media Services revenue shall be included in the percentage rates.
However, Media Services Rates shall include amounts for equipment use and
consumables, which will vary by user.
PSA may offer a frequent user fee reduction to increase overall use of the facility.
Additionally, PSA occasionally offers community organizations and citizens a subsidized
service to produce video to air as part of its non-profit mission. This work is scheduled
around full-pay customers
1.9.6 Audit:
1.9.6.1 Lessee will keep and maintain or will cause to be kept and maintained proper
and accurate books, records and accounts reflecting all items of revenue required to be
reported to Lessor per this Section.
1.9.6.2 Lessor shall have the right, upon ten (10) calendar days advance written notice
to Lessee, to examine such books, records and accounts at the local Renton office of
Lessee or at Renton City Hall and to make copies or extracts thereof as Lessor shall
desire. In conducting such examination, Lessor shall exercise its best efforts not to
interfere with the normal business operations of Lessee.
1.9.6.3 Lessor shall have the right to have an independent third-party auditor inspect
and audit such books, records and accounts of Lessee during normal business hours, the
cost of which shall be paid by Lessor. If the third-party auditor's report that Lessee has
under-reported its lease payments to Lessor, per the Revenue Sharing agreement in this
Section 1.9.3, by more than 5%, then Lessee shall reimburse Lessor for the reasonable
cost of the third-party auditor's audit and pay the City a 10% penalty for each period of
under-reporting by the Lessee, in addition to the monies owed but under-reported.
Section 1.10 Exhibits and Other Attachments Which are Part of the Lease:
1.10.1 Exhibit "A"—Site Plan
1.10.2 Exhibit "B"—Equipment List, City
1.10.3 Exhibit "C" —Equipment List, PSA
1.10.4 Exhibit "D"—Custodial Service Checklist—City
1.10.5 Exhibit "E"—Custodial Service Checklist—PSA
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ARTICLE 2. LEASE TERM
Section 2.1 Lease of Property for Lease Term:
2.11 Lessor and Lessee agree that the Lessor will continue to lease the Carco Theatre
to Lessee for the Lease Term noted in Section 1.6. The beginning and the end of the
lease term shall be the dates specified in Section 1.6 unless changes pursuant to a
provision of this Lease.
ARTICLE 3. RENT PAYMENTS AND RESERVES FOR OPERATING EXPENSES
Section 3.1 Time and Manner of Pavment:
3.1.1 On or before the twenty-eighth (28th) day of the second (2nd) month of the Lease
Term and each month thereafter, Lessee shall pay Lessor the Base Rent described in
Subsection 1.9, the amount for the Revenue Sharing described in Subsection 1.9 for the
prior calendar month and the amount of the Leasehold Excise Tax described in Section
4.1. The rent shall be payable at Lessor's address or at such other place as Lessor may
designate in writing. Together with such payment, Lessee shall provide a detailed
financial report that substantiates the Revenue Sharing payment for the prior calendar
month, including but not limited to: (i) an itemized list of the actual event dates, users
name(s) and applicable rental charges, service charges, gratuities, taxes, technical
support fees, production fees, and catering markup.
3.1.2 Upon termination of this Lease under Article 7 (Damage or Destruction), Article 8
(Condemnation), or any other termination not resulting from Lessee's default, and after
Lessee has vacated Carco Theatre in the manner required by this Lease, Lessor shall
refund or credit to Lessee (or Lessee's successor) any advance rent or other advance
payments made by Lessee to Lessor.
ARTICLE 4. OTHER CHARGES PAYABLE BY LESSEE
Section 4.1 Taxes:
4.1.1 Lessee shall be responsible for the payment of the Leasehold Excise Tax (as
further described below), Business & Occupation Tax and Sales Tax, as applicable.
4.1.2 So long as the Carco Theatre is owned by Lessor and is exempt from general real
estate taxes as a municipal corporation in accordance with RCW 84.36.010, Lessee shall
be obligated to pay the applicable Leasehold Excise Tax (a.k.a. "Rent Excise Tax") on the
Base Rent and Revenue Sharing payment.
4.1.3 Lessee shall calculate and pay the applicable Leasehold Excise Tax Leasehold
monthly to Lessor during the Lease Term along with the rents described in Section 3.1.1.
4.1.4 Within one hundred twenty (120) calendar days after the end of each calendar
year during the Lease Term or within such longer period of time as may be reasonably
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necessary, Lessor shall furnish to Lessee a statement of the Leasehold Excise Tax that
Lessor was required to charge and collect from Lessee for the preceding calendar year.
4.1.5 If the required Leasehold Excise Tax charges for the preceding calendar year
exceed the monthly payments made by Lessee, then Lessee shall pay Lessor the
deficiency within thirty (30) calendar days after receipt of the statement. If the
Leasehold Excise Tax payments made by Lessee exceed the required Leasehold Excise
Tax charges for the preceding calendar year, then, at Lessor's option, either Lessor shall
pay Lessee the excess at the time Lessor furnishes the statement to Lessee or Lessee
shall be entitled to offset the excess against the next installment(s) of rent, provided,
however, that at the end of the Lease Term Lessor shall pay Lessee the excess at the
time Lessor furnishes the statement to Lessee.
4.1.6 The previous parts of Section 4 notwithstanding, as a 501c3 corporation, PSA
may obtain, on an annual basis, an excise tax exemption from the Department of
Revenue, and as long as this certification is provided to the City and in force, Tenant will
be exempted from paying the excise tax portion of the monthly payment.
Rental for any period during the term of.this lease which is less than one (1) month shall
be paid in a pro rata portion of the monthly lease payment installment amount.
Section 4.2 Utilities:
4.2.1 Lessor shall be responsible for providing utilities to the Carco Theatre, and
represents and warrants to Lessee that as of the Commencement Date water, sewer,
gas, electricity, and telephone utilities are available at Carco Theatre. Lessee shall pay
directly for all water, sewer, gas, electricity, telephone, and other utilities and services
used by Lessee at Carco Theatre during the Lease Term.
Section 4.3 Insurance Policies:
4.3.1 Liability Insurance. Lessee shall maintain in full force throughout the duration of
the Lease Term a policy of commercial general liability insurance (sometimes known as
broad form comprehensive general liability insurance) insuring Lessee against liability
for bodily injury, property damage (including loss of use of property) and personal injury
or death arising out of the operation, use or occupancy of the Carco Theatre. Said
liability insurance policy shall specifically list "Liquor Liability Included" as a provision.
4.3.2 Lessee shall name Lessor as an additional insured under such policy.
4.3.3 The initial amount of such insurance shall be One Million Dollars ($1,000,000)
per occurrence and Two Million Dollars ($2,000,000) aggregate and shall be subject to
periodic increase based upon inflation, increased liability awards, recommendation of
Lessor's professional insurance advisors and other relevant factors.
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4.3.4 Lessee shall also maintain in full force throughout the duration of the Lease Term
a policy of automobile liability insurance insuring Lessee against liability for bodily
injury, property damage and personal injury or death arising out of the operation or use
of a vehicle by Lessee's employees, agents, contractors and invitees in connection with
the operation, use or occupancy of the Carco Theatre.
4.3.5 The initial amount of such insurance shall be One Million Dollars ($1,000,000)
per occurrence.
4.3.6 The liability insurance obtained by Lessee under this Section 4.3 shall (i) be
primary and non-contributing; (ii) contain cross-liability endorsements; and (iii) insure
Lessor against Lessee's performance under Section 5.6, if the matters giving rise to the
indemnity under Section 5.6 result from the negligence of Lessee.
4.3.7 The amount and coverage of such insurance shall not limit Lessee's liability nor
relieve Lessee of any other obligation under this Lease.
4.3.8 Lessor may also obtain comprehensive public liability insurance in an amount
and with coverage determined by Lessor insuring Lessor against liability arising out of
ownership, operation, use or occupancy of the Carco Theatre.
4.3.9 The policy obtained by Lessor shall not be contributory and shall not provide
primary insurance.
4.3.10 If Lessee requires any agent, contractor, user or invitee to secure or maintain
liability insurance related to alterations to or maintenance, operation, use or occupancy
of the Carco Theatre, Lessee shall require such liability insurance to include Lessor as an
additional insured on such policies.
4.3.11 Notwithstanding the above, Lessor accepts liability for the use of the Carco
Theatre restrooms for City Events provided for in Subsection 5.4.1.
4.3.2 Property Insurance. During the Lease Term, Lessor shall maintain policies of
insurance to be paid for by Lessor covering loss of or damage to Carco Theatre in the full
amount of its replacement value.
4.3.2.1 Such policy shall contain an inflation guard Endorsement and shall provide
protection against all perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Lessor deems reasonably necessary. Lessor shall not obtain
insurance for Lessee's fixtures or equipment or building improvements installed by
Lessee on Carco Theatre.
4.3.2.2 Lessee shall maintain policies of insurance for Lessee's fixtures or equipment or
building improvements installed by Lessee on Carco Theatre.
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4.3.3 General Insurance Provisions:
4.3.3.1 Any insurance which Lessee is required to maintain under this Lease shall include
a provision which requires the insurance carrier to give Lessor not less than forty-five
(45) calendar days written notice prior to any cancellation or modification of such
coverage.
4.3.3.2 If Lessee fails to deliver any policy, certificate or renewal to Lessor required
under this Lease within the prescribed time period or if any such policy is canceled or
modified during the Lease Term without Lessor's consent, Lessor may obtain such
insurance, in which case Lessee shall reimburse Lessor for the cost of such insurance
within fifteen (15) business days after receipt of a statement that indicates the cost of
such insurance.
4.3.3.3 Lessee shall maintain all insurance required under this Lease with companies
rated A-XV or better in Best's Insurance Guide, and which are authorized to transact
business in the State of Washington. If at any time during the Lease Term, Lessee is
unable to maintain the insurance required under the Lease, Lessee shall nevertheless
maintain insurance coverage which is customary and commercially reasonable in the
insurance industry for Lessee's type of business, as that coverage may change from time
to time. Lessor makes no representation as to the adequacy of such insurance to
protect Lessor's or Lessee's interest. Therefore, Lessee shall obtain any such additional
property or liability insurance which Lessee deems necessary to protect Lessor and
Lessee.
4.3.3.4 Lessee and Lessor hereby release and discharge each other from all claims,
losses and liabilities arising from or caused by any hazard covered by property insurance
on or in connection with the premises or said building. This release shall apply only to
the extent that such claim, loss or liability is covered by insurance.
Section 4.4 Maintenance of Facility:
4.4.1 Lessee shall reimburse Lessor within thirty (30) calendar days after receipt of a
statement for the cost of: (i) Lessor performing any maintenance to the Premises for
which Lessee is responsible and which Lessee approves in writing and (ii) Lessor
performing any emergency maintenance to safeguard and preserve the integrity of the
Premises if Lessor is unable to reach Lessee in an emergency for Lessee to perform the
maintenance.
Section 4.5 Common Exterior Areas; Use, Maintenance and Costs:
4.5.1 For the purpose of this Section 4.5, Common Exterior Areas are defined as the
Entryway from the Public Drive defined by the red fire lane marking and the driveway on
the east side of Carco Theatre as shown in Exhibit "A," Site Plan.
4.5.2 If Lessor encounters damage (beyond normal wear and tear) or extraordinary
trash in the Common Exterior Areas that are attributed to Lessee's use of the Premises,
Lessor shall notify Lessee to allow Lessee to perform the required maintenance or
custodial services.
4.5.3 If Lessee elects not to perform the required maintenance or custodial services,
Lessee shall reimburse Lessor within thirty (30) calendar days after receipt of a
statement for the cost of performing such work so long as the damage or extraordinary
trash is related to the Lessee's use of the Premises.
Section 4.6 Custodial Services:
4.6.1 For the first year of the lease, Lessor shall provide custodial services one day a
week, following the schedule and scope per Exhibit "D", attached.
4.6.2 Lessee shall provide custodial services as indicated per Exhibit "E", attached. The
frequency of service may be adjusted upward or downward depending on facility use,
but in no case less than twice per week. Cleaning requirements shown as weekly and
semi-annually shall be performed on schedule.
4.6.3 Lessor reserves the right to inspect Carco Theatre in conjunction with Lessor's
weekly cleaning and if custodial deficiencies are found, shall bring them to the Lessee's
attention for remediation. If deficiencies are not addressed within the next week,
Lessor reserves the right to correct these and bill the Lessee for actual hours worked,
including employee wage and benefit costs.
4.6.4 At a mutually agreed time once a year, Lessee shall close Carco Theatre to the
public for a period not less than two (2) business days and Lessor shall perform
maintenance tasks which are not part of Exhibit "D" or "E" in accordance with
established maintenance practices at Carco Theatre. This shall be performed at no cost
to the Lessee.
4.6.5 After the first year of the lease term, representatives of Lessor and Lessee shall
review custodial practices and negotiate any necessary, advisable, and practical changes
to the scope and frequency of custodial services by Lessee. Amendments, if any, shall
be initialed by the parties' authorized representatives and attached to their respective
Lease Exhibits in the City Clerk's file. If agreement cannot be reached by these two
parties, the City's representative on the PSA board shall be the arbiter, and the
representative's decision shall be accepted as final.
Section 4.7 Late Charges:
4.7.1 Lessee's failure to pay rent promptly may cause Lessor to incur unanticipated
costs. The exact amount of such costs may be impractical or difficult to ascertain.
4.7.2 Such costs may include, but are not limited to, processing and accounting
charges and late charges which may be imposed on Lessor by any ground lease,
mortgage or other encumbrance on the Carco Theatre.
4.7.3 Consequently, if Lessor does not receive any Rent payment within ten (10) days
after it becomes due, Lessee shall pay Lessor a late charge equal to five percent (5%) of
the overdue amount for each month that it is overdue.
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4.7.4 The parties agree that such late charge represents a fair and reasonable estimate
of the costs Lessor will incur by reason of such late payment.
Section 4.8 Interest on Past Due Obligations:
4.8.1 Any amount owed by Lessee to Lessor which is not paid when due shall bear
interest at the rate of twelve percent (12%) per annum from the due date of such
amount, however, interest shall not be payable on late charges to be paid by Lessee
under this Lease.
4.8.2 The payment of interest on such amounts shall not excuse or cure any default by
Lessee under this Lease.
4.8.3 If the interest rate specified in this Lease is higher than the rate then permitted
by law, the interest rate shall be decreased to the maximum legal interest rate then
permitted by law.
ARTICLE 5. USE OF PROPERTY
Section 5.1 Permitted Uses:
5.1.1 Lessee shall have exclusive control and access to the Carco Theatre, except as
defined elsewhere in this Lease. Lessee may use the Carco Theatre only for the
Permitted Uses set'forth in Section 1.7.
5.1.2 Lessee shall not allow smoking inside the building, and shall provide adequate
ashtrays in the common areas to accommodate any smoking, which shall only be
permitted in accordance with the conditions of State law.
5.1.3 Any animal show on the Premises must be approved by Lessor in writing prior to
the event. Incidental animal activities such as magic shows and service animals such as
guide dogs for the blind shall not require Lessor approval.
5.1.4 Lessee shall not allow the use of rice, confetti, glitter, birdseeds, flower petals
and the like on the premises of Carco Theatre. Bubbles shall be permitted outside only.
5.1.5 Lessee shall not allow any obscene use of the Carco Theatre.
5.1.6 The maximum occupancy of the Carco Theatre shall be three-hundred ten 310
p Y ( )
people.
Section 5.2 Manner of Use:
5.2.1 Lessee shall professionally market, maintain and operate the Carco Theatre as a
quality meeting, performance arts, training, recording, editing, and event space.
5.2.2 Lessee shall not cause or permit the Carco Theatre to be used in any way which
constitutes a violation of any law, ordinance, or governmental regulation or order.
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5.2.3 Lessee shall obtain and pay for all permits, other than a Certificate of Occupancy,
required for Lessee's occupancy of the Carco Theatre and shall promptly take all actions
necessary to comply with all applicable statutes, ordinances, rules, regulations, orders
and requirements regulating the use by Lessee of the Carco Theatre, including the
Occupational Safety and Health Administration.
5.2.4 Notwithstanding the above, Lessee or Lessee's users shall secure any required
liquor license, banquet license or food handling permits, as applicable, for use of the
Carco Theatre.
Section 5.3 Asset Use and Replacement:
5.3.1 By March 31, 2013, Lessee shall provide the City with a full list of its assets being
used in the Carco Theatre, designated as Exhibit C.
5.3.2 Lessee shall have full and free use of the City assets listed on Exhibit B. As these
assets break or become obsolete, Lessee shall repair them at Lessee's cost or replace
them as Lessee deems necessary. Lessee shall also have the right to waive use of any
asset and the City shall remove it.
5.3.3. In order for the City to comply with State Auditor requirements regarding assets,
by each successive January 15th, Lessee shall provide an updated Exhibit B list and an
updated Exhibit C list. Those items that were taken out of service during the previous
year shall be removed from Exhibit B list with an indication of disposition, and the
Lessee shall add new pieces of equipment acquired and put into service during the
previous year to the Exhibit C list.
Section 5.4 City Use of Facility
5.4.1 City-Sponsored Events:
5.4.1.1 Lessor shall have the right to schedule up to a maximum of twenty (20) City-
Sponsored Events per year at the Carco Theatre, including, but not limited to, the
Renton Youth Symphony Orchestra and the Summer Teen Musical by the Renton Civic
Theater. These events shall be held with no rental charge to the City and with no
service charge for technical services. The maximum number of hours for these events
shall not exceed 240 hours per year.
5.4.1.2 For the purpose of this Subsection 5.4.1, City-Sponsored Events shall refer to any
event sponsored or co-sponsored by the City as submitted to Lessee by the Office of the
Mayor or the Mayor's designee.
5.4.1.3 Lessor shall be responsible for any liability or damage to persons or property that
occurs in any way as a result of these City-Sponsored Events. These events shall have
priority scheduling annually per a list submitted to Lessee on or before January 4.
5.4.2 The fee to the City for these City-Sponsored Events shall be as follows:
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Excessive Cleanup Surcharge: Reimbursement of Lessee's actual costs
5.4.2.1 Conditions for City-sponsored events include access to an empty, clean Carco
Theatre with a comfortable temperature and well-stocked restrooms. Support charge
revenue from these City Sponsored events shall not be subject to the Revenue Sharing
provisions of Subsection 1.9.3.
5.5.1 Lessee shall not place any interior or exterior signs on the Carco Theatre without
Lessor's prior written consent. Organizations holding events are Carco Theatre shall be
entitled to place sandwich board signs at the front of the Carco Theatre subject to all of
the prevailing, relevant, City sign ordinances in effect at the time of the event.
Section 5.5 Signs:
5.5.1 Lessee shall not place any interior or exterior signs on the Carco Theatre without
Lessor's prior written consent. Organizations holding events are Carco Theatre shall be
entitled to place sandwich board signs at the front of the Carco Theatre not larger than
three feet (3') high on the day of the event only.
Section 5.6 Indemnity:
5.6.1 Lessee's Indemnification of Lessor:
5.6.1.1 Lessee, PSA., shall indemnify, defend and hold Lessor harmless from and against
any and all costs, claims, losses or liability, or any portion thereof, arising from: (a)
Lessee's use of the Carco Theatre; (b) the conduct of Lessee's business or anything else
done or permitted by Lessee to be done in or about the Carco Theatre, including any
contamination of the Carco Theatre property or any other property resulting from the
presence or use of Hazardous Material caused or permitted by Lessee; (c) any breach of
default in the performance of Lessee's obligations under this Lease; (d) any
misrepresentation or breach of warranty by Lessee under this Lease; or (e) other acts or
omissions of Lessee.
5.6.1.2 Lessee shall defend Lessor against any such cost, claim, loss or liability at
Lessee's expense with counsel reasonably acceptable to Lessor or, at Lessor's election,
Lessee shall reimburse Lessor for any legal fees or costs incurred by Lessor in connection
with any such claim. As a material part of the consideration to Lessor, Lessee assumes
all risk of damage to property or injury to persons in the Carco Theatre arising from any
cause, and Lessee hereby waives all claims in respect thereof against Lessor, except for
any claim arising out of Lessor's sole negligence. As used in this Section 5.6, the term
"Lessee," for purposes of triggering indemnification, shall include Lessee's officers,
employees, agents, contractors, volunteers and invitees, if applicable.
5.6.1.3 This indemnification provision shall not be applicable to any sums payable under
RCW Title 51 and does not waive the protections of Title 51 RCW. This provision has
been freely negotiated between Lessee and Lessor.
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5.6.1.4 The provisions of this Subsection 5.6.1 shall survive the termination or expiration
of this Lease.
Subsection 5.6.2 Lessor's Indemnification of Lessee:
5.6.2.1 This Subsection 5.6.2 shall apply only to Lessor's liability and responsibility for (i)
the City-Sponsored Events provided for in Subsection 5.4.1;
5.6.2.2 Subject to the above limitations, Lessor, City of Renton, shall indemnify, defend
and hold Lessee harmless from and against any and all costs, claims, losses or liability, or
any portion thereof, arising from: (a) Lessor's use of the Carco Theatre, that materially
impacts the Lessee; (b) the conduct of Lessor's business or anything else done or
permitted by Lessor to be done in or about the Carco Theatre, including any
contamination of the Carco Theatre or any other property resulting from the presence
or use of Hazardous Material caused or knowingly permitted by Lessor, that materially
impacts the Lessee; (c) any material breach of default in the performance of Lessor's
obligations under this Lease, that materially impacts the Lessee; (d) any material
misrepresentation or breach of warranty by Lessor under this Lease, that materially
impacts the Lessee; or (e) other acts or omissions of Lessor, that materially impact the
Lessee. Lessor shall defend Lessee against any such cost, claim, loss or liability at
Lessor's expense with counsel reasonably acceptable to Lessee or, at Lessee's election,
Lessor shall reimburse Lessee for any legal fees or costs incurred by Lessee in
connection with any such claim.
5.6.2.3 As a material part of the consideration to Lessee, Lessor assumes all risk of
damage to property or injury to persons in the Carco Theatre arising from the
negligence of the Lessor or its agents, and as to that negligence Lessor hereby waives all
claims in respect thereof against Lessee, except for any claim arising out of Lessee's
negligence. As used in this Section 5.6, the term "Lessor," for purposes of triggering
indemnification, shall include Lessor's officers, employees, agents, contractors,
volunteers and invitees, if applicable.
5.6.2.4 This indemnification provision shall not be applicable to any sums payable under
RCW Title 51 and does not waive the protections of Title 51 RCW. This provision has
been freely negotiated between Lessee and Lessor.
5.6.2.5 The provisions of this Subsection 5.6.2 shall survive the termination or expiration
of this Lease.
Section 5.7 Lessor's Access:
5.7.1 Lessor or its agents may enter the Carco Theatre at all reasonable times to
provide building services, or to show the Carco Theatre to other parties. Lessor shall
give Lessee reasonable prior notice of such entry, except in the case of emergency.
Section 5.8 Quiet Possession:
5.8.1 If Lessee pays the Rent and complies with all other terms of this Lease, Lessee
may occupy and enjoy the Carco Theatre for the full Lease Term, subject to the
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provisions of this Lease. Notwithstanding the above, lessee acknowledges that the
Premises are located adjacent to the Renton Community Center and the Henry Moses
Aquatic Center and that, as such, the use of the Premises may be impacted by the day-
to-day activities in the adjacent spaces or City-sponsored or endorsed activities in Cedar
River Park.
Section 5.9 Hazardous Material:
5.9.1 Lessor represents and warrants to Lessee that,to the best of Lessor's knowledge,
there is no "Hazardous Material" (as defined below) on, in, or under the Carco Theatre
as of the Commencement Date except as otherwise disclosed to Lessee in writing before
the execution of this Lease. If there is any Hazardous Material on, in, or under the Carco
Theatre as of the Commencement Date, which has been or thereafter becomes
unlawfully released through no fault of Lessee, then Lessor shall indemnify, defend and
hold Lessee harmless from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses including without limitation sums paid in settlement of claims,
attorneys' fees, consultant fees and expert fees, incurred or suffered by Lessee either
during or after the Lease Term as the result of such contamination.
5.9.2 Lessee shall not cause or permit any Hazardous Material to be brought upon,
kept, or used in or about, or disposed of on the Premises by Lessee, its officers, agents,
employees, contractors or invitees, except in strict compliance with all applicable
federal, state and local laws, regulations, codes and ordinances.
5.9.3 If Lessee breaches the obligations stated in the preceding sentence, then Lessee
shall indemnify, defend and hold Lessor harmless from any and all claims, judgments,
damages, penalties, fines, costs, liabilities or losses including, without limitation,
diminution in the value of the Premises, damages. for the .loss or restriction on use of
rentable or usable space or of any amenity of the Premises, or elsewhere, damages
arising from any adverse impact on marketing of space at the Premises, and sums paid
in settlement of claims, attorneys' fees, consultant fees and expert fees incurred or
suffered by Lessor either during or after the Lease Term. These indemnifications by
Lessor and Lessee include, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration work,
whether or not required by any federal, state or local governmental agency or political
subdivision, because of Hazardous Material present in the Premises, or in soil or ground
water on or under the Premises.
5.9.4 Lessee shall immediately notify Lessor of any inquiry, investigation or notice that
Lessee may receive from any third party regarding the actual or suspected presence of
Hazardous Material on the Premises.
5.9.5 Without limiting the foregoing, if the presence of any Hazardous Material
brought upon, kept or used in or about the Carco Theatre by Lessee, its officers, agents,
employees, contractors or invitees, results in any unlawful release of Hazardous
Material on, in or underneath the Carco Theatre or any other property, Lessee shall
promptly take all actions, at its sole expense, as are necessary to return the Carco
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Theatre or any other property, to the condition existing prior to the release of any such
Hazardous Material; provided that Lessor's approval of such actions shall first be
obtained, which approval may be withheld at Lessor's sole discretion.-
5.9.6 As used herein, the term "Hazardous Material" means any hazardous,
dangerous, toxic or harmful substance, material or waste including biomedical waste
which is or becomes regulated by any local governmental authority, the State of
Washington or the United States Government due to its potential harm to the health,
safety or welfare of humans or the environment.
ARTICLE 6. CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS
Section 6.1 Existing Conditions:
6.1.1 Lessee accepts the Carco Theatre in its condition as of the execution of the
Lease, subject to all recorded matters, laws, ordinances, and governmental regulations
and orders. Lessee acknowledges that neither Lessor nor any agent of Lessor has made
any representation as to the condition of the Carco Theatre or the suitability of the
Carco Theatre for Lessee's intended use. Lessee represents and warrants that Lessee
has made its own inspection of and inquiry regarding the condition of the Carco Theatre
and is not relying on any representations of Lessor or any Broker with respect thereto.
Section 6.2 Exemption of Lessor from Liability:
6.2.1 Lessor shall not be liable for any damage or death or injury to the person,
business (or in any loss of income there from), goods, wares, merchandise or other
property of Lessee, Lessee's officers, agents, employees, invitees, customers or any
other person in or about the Carco Theatre, whether such damages or injury is caused
by or results from: (a) fire, steam, electricity, water, gas, snow, rain, or volcanic activity;
(b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air condition or lighting fixtures or any other cause; or (c)
conditions arising in or about the Carco Theatre or upon other portions of the Project, or
from other sources or places.
6.2.2 Lessor shall not be liable for any such damage or injury even though the cause of
or the means of repairing such damage, death or injury are not accessible to Lessee.
The provisions of this Section 6.2 shall not, however, exempt Lessor from liability for
Lessor's negligence or misconduct.
Section 6.3 Maintenance and Repairs:
6.3.1 Lessee shall have responsibility for the limited maintenance items as described in
Exhibit "E," Maintenance Schedule, and custodial services as described in Exhibit "F".
Lessor shall provide limited custodial services also described in Exhibit "F".
6.3.4 Lessor will conduct periodic inspections of the Premises with two (2) days notice
to assure compliance with the maintenance and custodial requirements. Lessor
reserves the right to perform emergency maintenance services to safeguard and
preserve the integrity of the Premises and to perform maintenance, repairs or custodial
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services if Lessee fails to perform them within thirty (30) calendar days of notice. Lessor
will bill Lessee for emergency or other services provided by Lessor and Lessee shall
make payment along with the rent described in Section 1.10.
6.3.5 Lessee is responsible for any processes, procedures, or construction activities
that require environmental review, permits, or similar approvals. Qualified individuals,
as approved by the Lessor, shall perform all maintenance, design or construction work
on the Carco Theatre.
6.3.6 Lessor shall assume responsibility for all damage, maintenance, and repair to the
exterior of the Carco Theatre Building, whether for vandalism or other, unless caused by
Lessee's use of the Premises. Lessor shall assume responsibility for all items of HVAC
major maintenance identified in Exhibit E, or related to such maintenance.
6.3.7 Lessor has provided Lessee at no charge with instruction regarding the operation
and maintenance of HVAC and other mechanical systems located in the Carco Theatre
Building and the use of the Maintenance Schedule included in Exhibit "E."
6.3.8 Subject to the provisions of Article 7, if Lessee performs the required service
included in Exhibit "E," Lessor shall accept responsibility for failures to the following
equipment, systems or components on the Premises: structural components, HVAC,
plumbing, electrical distribution and electronic control systems. However, this provision
shall not apply to items that may need repair or replacement by Lessee due to normal
wear and tear during the Lease Term including, but not limited to, door openers and
closers, roll up door rollers, toilet flush values, restroom fans, light bulbs and other
consumable items.
This provision specifically excludes theatrical lighting, video and audio equipment, and
electronic equipment which shall be the sole.responsibility of the Lessee.
Section 6.4 Alterations, Additions, and Improvements:
6.4.1 Lessee shall not make any alterations, additions, or improvements to the Carco
Theatre or install interior or exterior signage without Lessor's prior written consent.
6.4.1.1 Lessee shall pay for any alterations, additions or improvements approved by
Lessor.
6.4.1.2 The term "Alterations" shall not include the installation of carpet, shelves,
movable partitions, Lessee's equipment, and trade fixtures which may be performed
without damaging existing improvements or the structural integrity of the Carco
Theatre, and Lessor's consent shall not be required for Lessee's installation of those
items. However, Lessee agrees to coordinate any carpet installation in advance with
Lessor to insure that the carpet is installed in a manner that allows appropriate service
access to all HVAC service areas in the plenum.
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6.4.1.3 Lessor may require Lessee to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Lessor. Lessee shall promptly remove any
alterations, additions, or improvements constructed in violation of this Section 6.4 upon
Lessor's written request.
6.4.1.4 All alterations, additions, and improvements shall be done in a good and
workmanlike manner, in conformity with all applicable laws and regulations, and by a
contractor approved by Lessor. Upon completion of any such work, Lessee shall provide
Lessor with "as built" plans, copies of all construction contracts, and proof of payment
for all labor and materials. Lessee shall not be required to remove or pay the cost of
removal of any Alterations upon the termination or expiration of the Lease for any
reason.
6.4.1.5 All Alternations shall become the property of Lessor upon termination or
expiration of the Lease.
6.4.2 Lessee shall pay when due all claims for labor and material furnished to the Carco
Theatre. Lessee shall give Lessor at least twenty (20) calendar days prior written notice
of the commencement of any work on the Carco Theatre, regardless of whether Lessor's
consent to such work is required. Lessor may elect to record and post notices of non-
responsibility on the Carco Theatre. Lessee shall reimburse Lessor for any legal fees or
costs incurred by Lessor in connection with defending itself against any claims for labor
or material furnished to the Carco Theatre.
Section 6.5 Condition Upon Termination of Lease:
6.5.1 Upon the termination of the Lease, Lessee shall surrender the Carco Theatre to
Lessor, broom clean and in the same condition as received except for ordinary wear and
tear which Lessee was not otherwise obligated to remedy under the provisions of this
Lease. However, Lessee shall not be obligated to repair any damage which Lessor is
required to repair under Article 7 (Damage or Destruction).
6.5.2 All alterations, additions and improvements shall become Lessor's property and
shall be surrendered to Lessor upon the expiration or early termination of the Lease,
except that Lessee may remove any of Lessee's machinery or equipment which can be
removed without material damage to the Carco Theatre.
6.5.3 Lessee shall repair, at Lessee's expense, any damage to the Carco Theatre caused
by the removal of any such machinery, specialty cabinets installed by Lessee, computer,
telephone or other communication or electronic equipment, or other equipment.
6.5.4 In no event, however, shall Lessee remove any of the following materials or
equipment (which shall be deemed Lessor's property) without Lessor's prior written
consent: any power wiring or power panels; Lessor-owned lighting or lighting fixtures,
wall coverings; drapes, blinds or other window coverings; carpets or other floor
coverings; heaters, air conditioners or any other heating or air conditioning equipment;
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fencing or security gates or security systems; or other similar building operating
equipment and decorations.
6.5.5 Within thirty (30) calendar days after the expiration or early termination of this
Lease, Lessee shall remove from the Premises, at its sole expense, all equipment,
furnishings, and other personal property owned and placed in or on the Premises by the
Lessee unless otherwise provided for in the Lease. If Lessee fails to removed such
equipment, furnishings, and other personal property within the time allowed, Lessor
may, but need not, remove said personal property and hold it for the owners thereof, or
place the same in storage, all at the expense and risk of the owners thereof, and Lessee
shall reimburse Lessor for any expenses incurred by Lessor in connection with such
removal and storage. Lessor shall have the right to sell such stored property, without
notice to Lessee, after it has been stored for a period of thirty (30) calendar days or
more, the proceeds of such sale to be applied first to the cost of sale, second to
payment of any charges for storage, and third to the payment of any other amounts
which may then be due from Lessee to Lessor, and the balance, if any, shall be paid to
Lessee.
ARTICLE 7. DAMAGE OR DESTRUCTION
Section 7.1 Partial Damage to Property:
7.1.1 Lessee shall notify Lessor in writing immediately upon the occurrence of any
damage to the Carco Theatre. If the Carco Theatre is only partially damaged, [i.e., less
than fifty percent (50%) of the Carco Theatre is not leasable as a result of such damage
or less than fifty percent (50%) of Lessee's operations are materially impaired], and if
the proceeds received by Lessor from the insurance policies described in Subsection 4.3
are sufficient to pay for the necessary repairs, this Lease shall remain in effect and
Lessor shall repair the damage as soon as reasonably possible. Lessor may elect (but is
not required) to repair any damage to Lessee's fixtures, equipment, or improvements.
Lessee shall pay Lessor, if the damage was due to an act or omission of Lessee, or
Lessee's employees, agents, contractors or invitees, the "deductible amount," if any,
under Lessor's insurance policies.
7.1.2 (b) If the insurance proceeds received by Lessor are not sufficient to pay the
entire cost of repair, or if the cause of the damage is not covered by the insurance
policies which Lessor maintains under Section 4.3, Lessor may elect either to (i) repair
the damage as soon as reasonably possible, in which case this Lease shall remain in full
force and effect, or (ii) terminate this Lease as of the date the damage occurred. Lessor
shall notify Lessee within thirty (30) calendar days after receipt of notice of the
occurrence of the damage whether Lessor elects to repair the damage or terminate the
Lease. Lessee shall pay Lessor, if the damage was due to an act or omission of Lessee, or
Lessee's employees, agents, contractors or invitees, the "deductible amount," if any,
under Lessor's insurance policies. If Lessor elects to terminate the Lease, Lessee may
elect to continue this Lease in full force and effect, in which case Lessee shall repair any
damage to the Carco Theatre and any building in which the Carco Theatre is located.
Lessee shall pay the cost of such repairs, except that upon satisfactory completion of
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such repairs, Lessor shall deliver to Lessee any insurance proceeds received by Lessor for
the damage repaired by Lessee. Lessee shall give Lessor written notice of such election
within ten (10) calendar days after receiving Lessor's termination notice.
7.1.3 If the damage to the Carco Theatre occurs during the last six (6) months of the
Lease Term and such damage will require more than thirty (30) calendar days to repair,
either Lessor or Lessee may elect to terminate this Lease as of the date the damage
occurred, regardless of the sufficiency of any insurance proceeds. The party electing to
terminate this Lease shall give written notification to the other party of such election
within thirty (30) calendar days after Lessee's notice to Lessor of the occurrence of the
damage.
Section 7.2 Substantial or Total Destruction:
7.2.1 If the Carco Theatre is substantially or totally destroyed by any cause whatsoever
(i.e., the damage to the Carco Theatre is greater than partial damage as described in
Section 7.1, and regardless of whether Lessor receives any insurance proceeds, this
Lease shall terminate as of the date the destruction occurred. Notwithstanding the
preceding sentence, if the Carco Theatre can be rebuilt within six (6) months after the
date of destruction, Lessor may elect to rebuild the Carco Theatre at Lessor's own
expense, in which case this Lease shall remain in full force and effect. Lessor shall notify
Lessee of such election within thirty (30) calendar days after Lessee's notice of the
occurrence of total or substantial destruction. If Lessor so elect, Lessor shall rebuild the
Carco Theatre at Lessor's sole expense, except that if the destruction was caused by an
act or omission of Lessee.
Section 7.3 Temporary Reduction of Rent:
7.3.1 If the Carco Theatre is destroyed or damaged and Lessor or Lessee repairs or
restores the Carco Theatre pursuant to the provisions of this Article 7, any rent payable
during the period of such damage repair and/or restoration shall be reduced according
to the degree, if any, to which Lessee's use of the Carco Theatre is impaired. Except for
such possible reduction in Base Rent, Lessee shall not be entitled to any compensation,
reduction, or reimbursement from Lessor as a result of any damage, destruction, repair,
or restoration of or to the Carco Theatre.
Section 7.4 Destruction Waiver:
7.4.1 Lessee waives the protection of any statute, code or judicial decision which
grants a lessee the right to terminate a lease in the event of the substantial or total
destruction of the leased Carco Theatre. Lessee agrees that the provision of Section 7.2
above shall govern the rights and obligations of Lessor and Lessee in the event of any
substantial or total destruction to the Carco Theatre.
ARTICLE 8. CONDEMNATION
8.1.1 If all or any portion of the Carco Theatre is taken under the power of eminent
domain or sold under the threat of that power (all of which are called "Condemnation"),
this Lease shall terminate as to the part taken or sold on the date the condemning
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authority takes title or possession, whichever occurs first. If more than twenty percent
(20%) of the floor area of the building in which the Carco Theatre is located, or which is
located on the Carco Theatre, is taken, either Lessor or Lessee may terminate this Lease
as of the date the condemning authority takes title or possession, by delivering written
notice to the other within ten (10) calendar days after receipt of written notice of such
taking (or in the absence of such notice, within ten (10) calendar days after the
condemning authority takes title or possession).
8.1.2 If neither Lessor nor Lessee terminates this Lease, this Lease shall remain in
effect as to the portion of the Carco Theatre not taken, except that the Base Rent shall
be reduced in proportion to the reduction in the floor area of the Carco Theatre.
8.1.3 Any Condemnation Award or payment shall be distributed in the following order:
(a) first, to any mortgagee or beneficiary under a deed of trust encumbering the Carco
Theatre, the amount of its interest in the Carco Theatre; (b) second, to Lessee, only the
amount of any award specifically designated for loss of or damage to Lessee's trade
fixtures or removable personal property; and (c) third, to Lessor, the remainder of such
award, whether as compensation for reduction in the value of the leasehold, the taking
of the fee, or otherwise.
8.1.4 If this Lease is not terminated, Lessor shall repair any damage to the Carco Theatre
caused by the Condemnation, except that Lessor shall not be obligated to repair any
damage for which Lessee has been reimbursed by the condemning authority.
8.1.5 If the severance damages received by Lessor are not sufficient to pay for such
repair, Lessor shall have the right to either terminate this Lease or make such repair at
Lessor's expense.
ARTICLE 9. ASSIGNMENT AND SUBLETTING
Section 9.1 Lessor's Consent Required:
9.1.1 No portion of the Carco Theatre or of Lessee's interest in this Lease may be
acquired by any other person or entity, whether by sale, assignment, mortgage,
sublease, transfer, operation of law, or act of Lessee (hereafter collectively referred to
as a "Transfer") without Lessor's prior written consent. Lessor has the right to grant or
withhold its consent as provided in Section 9.3 below.
9.1.2 Any attempted Transfer without Lessor's prior written consent shall be void and
shall constitute a non-curable breach of this Lease. If Lessee is a partnership or limited
liability company, any cumulative Transfer of more than twenty percent (20%) of the
entity's interests shall require Lessor's consent.
9.1.3 If Lessee is a corporation, any change in the ownership of a controlling interest
of the voting stock of the corporation, cumulatively over the life of the Lease, shall
require Lessor's consent.
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Section 9.2 No Release of Lessee:
9.2.1 No Transfer shall release Lessee or change Lessee's primary liability to pay the
rent and to perform all other obligations of Lessee under this Lease. Lessor's
acceptance of rent from any other person is not a waiver of any provision of this Article
9. Consent to one Transfer is not consent to any subsequent Transfer.
9.2.2 If Lessee's transferee defaults under this Lease, Lessor may proceed directly
against Lessee without pursuing remedies against the transferee. Lessor may consent to
subsequent assignments or modifications of this Lease by Lessee's transferee, without
notifying Lessee or obtaining its consent. Such action shall not relieve Lessee's liability
under this Lease.
Section 9.3 Lessor's Consent:
9.3.1 Lessee's request for consent to any Transfer described in Section 9.1 shall set
forth in writing the details of the proposed Transfer, including the name, business and
financial condition of the prospective transferee, financial details of the proposed
Transfer (e.g., the term of and the rent and security deposit payable under any
proposed assignment or sublease), and any other information Lessor deems relevant.
Lessor shall have the right to withhold consent, if reasonable, or to grant consent, based
on the following factors: (i) the business of the proposed assignee or sublessee and the
proposed use of the Carco Theatre; (ii) the net worth and financial reputation of the
proposed assignee or sublessee; (iii) Lessee's compliance with all of its obligations under
the Lease; and (iv) such other factors as Lessor may reasonably deem relevant.
ARTICLE 10. DEFAULT OR FAILURE OF CONSIDERATION
10.1.1 Lessee's performance of each of the Lessee's obligations under this Lease is a
conditional as well as a covenant. Lessee's right to continue in possession of the Carco
Theatre is conditioned upon such performance. Time is of the essence in the
performance of all covenants and conditions.
10.1.2 Lessor may terminate the lease and take possession of the Leased Premises in
the event that the Lessee's right to continue in possession of the Carco Theatre is
conditions of the Lease, and such default or deficiency in performance was not
remedied by the Lessee within thirty (30) calendar days after receiving notice in writing
stating the nature of the default or deficiency and the Lessor's intention to terminate
the Lease if not corrected.
10.1.3 Under such circumstances as noted in 10.1.2, the Lessee is still responsible for
any outstanding amounts, as well as penalties, and any other liabilities, costs and
assessments.
ARTICLE 11. PROTECTION OF LENDERS
Section 11.1 Subordination:
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11.1.1 Lessor shall have the right to subordinate this Lease to any ground lease, deed of
trust or mortgage encum be rin g t h e Ca r co Th eat r e, any advances made on the security
thereof and any renewals, modifications, consolidations, replacements or extensions
thereof, whenever made or recorded. Lessee shall cooperate with Lessor and any
Y
lender which is acquiring a security interest in the Carco Theatre or the Lease.
11.1.2 Lessee shall execute such further documents and assurances as such lender may
require, provided that Lessee's obligations under this Lease shall not be increased in any
material way (the performance of ministerial acts shall not be deemed material), and
Lessee shall not be deprived of its rights under this Lease. Lessee's right to quiet
possession of the Carco Theatre during the Lease Term shall not be disturbed if Lessee
pays the rent and performs all of Lessee's obligations under this Lease and is not
otherwise in default.
11.1.3 If any ground Lessor, beneficiary or mortgagee elects to have this Lease prior to
the lien of its ground lease, deed of trust or mortgage and gives written notice thereof
to Lessee, this Lease shall be deemed prior to such ground lease, deed of trust or
mortgage whether this Lease is dated prior or subsequent to the date of said ground
lease, deed of trust or mortgage or the date of recording thereof.
Section 11.2 Attornment:
11.2.1 If Lessor's interest in the Carco Theatre is acquired by any ground Lessor,
beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosure sale, Lessee
shall attorn to the transferee of or successor to Lessor's interest in the Carco Theatre
and recognize such transferee or successor as Lessor under this Lease. Lessee waives
the protection of any statute or rule of law which gives or purports to give Lessee any
right to terminate this Lease or surrender possession of the Carco Theatre upon the
transfer of Lessor's interest.
Section 11.3 Signing of Documents:
11.3.1 Lessee shall sign and deliver any instrument or documents necessary or
appropriate to evidence any such attornment or subordination or agreement to do so.
11.3.2 If Lessee fails to do so within twenty (20) calendar days after written request,
Lessee hereby makes, constitutes and irrevocably appoints Lessor, or any transferee or
successor of Lessor, the attorney-in-fact of Lessee to execute and deliver any such
instrument or document.
Section 11.4 Estoppel Certificates:
11.4.1 Upon Lessor's written request, Lessee shall execute, acknowledge and deliver to
Lessor a written statement certifying: (i) that none of the terms or provisions of this
Lease have been changed (or if they have been changed, stating how they have been
changed); (ii) that this Lease has not been canceled or terminated; (iii) the last date of
payment of the Base Rent and other charges and the time period covered by such
payment; (iv) that Lessor is not in default under this Lease (or, if Lessor is claimed to be
in default, stating why); and (v) such other representations or information with respect
21
to Lessee or the Lease as Lessor may reasonably request or which any prospective
purchaser or encumbrancer of the Carco Theatre may require.
11.4.2 Lessee shall deliver such statement to Lessor within twenty (20) calendar days
after Lessor's request. Lessor may give any such statement by Lessee to any prospective
p urchaser or encumbrancer of
the Carco Theatre. Such purchaser or encumbrancer
may rely conclusively upon such statement as true and correct.
11.4.3 If Lessee
does not deliver such statement to Lessor within such twenty (20)
calendar day period, Lessor, and any prospective purchaser or encumbrancer, may
conclusively presume and rely upon the following facts: (i) that the terms and provisions
of this Lease have not been changed except as otherwise represented by Lessor; (ii) that
this Lease has not been canceled or terminated except as otherwise represented by
Lessor: (iii) that not more than one month's Base Rent or other charges have been paid
in advance; and (iv) that Lessor is not in default under the lease. In such event, Lessee
shall be estopped from denying the truth of such facts.
ARTICLE 12. LEGAL COSTS
Section 12.1 Legal Proceedings:
12.1.1 If Lessee or Lessor shall be in breach or default under this Lease, such party (the
"Defaulting Party") shall reimburse the other party (the "Nondefaulting Party') upon
demand for any costs or expenses that the Nondefaulting Party incurs in connection
with any breach or default of the Defaulting Party under this Lease, whether or not suit
is commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or otherwise.
Furthermore, if any action for breach of or to enforce the provisions of this Lease is
commenced,the court in such action shall award to the party in whose favor a judgment
is entered, a reasonable sum as attorneys' fees and costs. The losing party in such
action shall pay such attorneys' fees and costs. Lessee shall also indemnify Lessor
against and hold Lessor harmless from all costs, expenses, demands and liability Lessor
may incur if Lessor becomes or is made a party to any claim or action (a) instituted by
Lessee against any third party, or by any third party against Lessee, or by or against any
person holding any interest under or using the Carco Theatre by license of or agreement
with Lessee; (b) for foreclosure of any lien for labor or material furnished to or for
Lessee or such other person; (c) otherwise arising out of or resulting from any act or
transaction of Lessee or such other person; or (d) necessary to protect Lessor's interest
under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the
United States Code, as amended. Lessee shall defend Lessor against any such claim or
action at Lessee's expense with counsel reasonably acceptable to Lessor or, at Lessor's
election, Lessee shall reimburse Lessor for any legal fees or costs Lessor incurs in any
such claim or action.
Section 12.2 Lessor's Consent:
13.2.1 Lessee shall pay Lessor's reasonable attorneys' fees incurred in connection with
Lessee's request for Lessor's consent under Article 9 (Assignment and Subletting), or in
22
connection with any other act which Lessee proposes to do and which requires Lessor's
consent.
ARTICLE 13. MISCELLANEOUS PROVISIONS
Section 13.1 Non-Discrimination:
13.1.1 Lessee promises, and it is a condition to the continuance of this Lease, that there
will be no discrimination against, or segregation of, any person or group of persons on
the basis of race, color, age, sex, sexual orientation, mental or physical disability,
religion, creed, national origin or ancestry in the leasing, subleasing, transferring,
occupancy, tenure or use of the Carco Theatre or any portion thereof, unless exempted
by applicable state or federal legislation or judicial or quasi-judicial decisions.
Section 13.2 Lessor's Liability: Certain Duties:
13.2.1 As used in this Lease, the term "Lessor" means only the current owner or owners
of the fee title to the Carco Theatre or the leasehold estate under a ground lease of the
Carco Theatre at the time in question. Each Lessor is obligated to perform the
obligations of Lessor under this Lease only during the time such Lessor owns such
interest or title. Any Lessor who transfers its title or interest is relieved of all liability
with respect to the obligations of Lessor under this Lease to be performed on or after
the date of transfer. However, each Lessor shall deliver to its transferee all funds that
Lessee previously paid if such funds have not yet been applied under the terms of this
Lease.
13.2.2 (b) Lessee shall give written notice of any failure by Lessor to perform any of its
obligations under this Lease to Lessor and to any ground Lessor, mortgagee or
beneficiary under any deed of trust encumbering the Carco Theatre whose name and
address have been furnished to Lessee in writing. Lessor shall not be in default under
this Lease unless Lessor (or such ground Lessor, mortgagee or beneficiary) fails to cure
such non-performance within thirty (30) calendar days after receipt of Lessee's notice.
However, if such non-performance reasonably requires more than thirty (30) calendar
days to cure, Lessor shall not be in default if such cure is commenced within such thirty
(30) calendar day period and thereafter is diligently pursued to completion.
Section 13.3 Severability:
13.3.1 A determination by a court of competent jurisdiction that any provision of this
Lease or any part thereof is illegal or unenforceable shall not cancel or invalidate the
remainder of such provision of this Lease, which shall remain in full force and effect.
Section 13.4 Interpretation:
13.4.1 The captions of the Articles or Sections of this Lease are to assist the parties in
reading this Lease and are not apart of the terms or provisions of this Lease. Whenever
required by the context of this Lease, the singular shall include the plural and the plural
shall include the singular. The masculine, feminine and neuter genders shall each
include the other. In any provision relating to the conduct, acts or omissions of Lessee,
the term "Lessee" shall include Lessee's officers, agents, employees, contractors,
23
invitees, successors or others using the Carco Theatre with Lessee's,expressed or
implied permission. In any provision relating to the conduct, acts or omissions of Lessor,
the term "Lessor" shall include Lessor's officers, agents, employees, contractors,
invitees, successors or others using the Carco Theatre with Lessor's expressed or implied
permission.
Section 13.5 Incorporation of Prior Agreements; Modifications:
13.5.1 This Lease is the only agreement between the parties pertaining to the lease of
the Carco Theatre and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment, unless in
writing and signed by each party shall be void.
Section 13.6 Notices:
13.6.1 All notices required or permitted under this Lease shall be in writing and shall be
personally delivered or sent by certified mail, return receipt requested, postage prepaid.
Notices to Lessee shall be delivered to the address specified in Section 1.3. Notices to
Lessor shall be delivered to the address specified in Section 1.2. All notices shall be
effective upon delivery. Either party may change its notice address upon written notice
to the other party.
Section 13.7 Waivers:
13.7.1 All waivers must be in writing and signed by the waiving party. Lessor's failure to
enforce any provision of this Lease or its acceptance of rent shall not be a waiver and
shall not prevent Lessor from enforcing that provision or any other provision of this
Lease in the future. No statement on a payment check from Lessee or in a letter
accompanying a payment check shall be binding on Lessor. Lessor may, with or without
notice to Lessee, negotiate such check without being bound to the conditions of such
statement.
Section 13.8 No Recordation:
13.8.1 Lessee shall not record this Lease without prior written consent from Lessor.
However, either Lessor or Lessee may require that a "Short Form" memorandum of this
Lease executed by both parties be recorded. The party requiring such recording shall
pay all transfer taxes and recording fees required to accomplish recordation.
Section 13.9 Binding Effect; Choice of Law:
13.9.1 This Lease binds any party who legally acquires any rights or interest in this Lease
from Lessor or Lessee. However, Lessor shall have no obligation to Lessee's successor
unless the rights or interest of Lessee's successor are acquired in accordance with the
terms of this Lease. The laws of the State of Washington shall govern this Lease.
Section 13.10 Entity Authority:
13.10.1 If Lessee is an entity other than an individual or partnership, each person signing
this Lease on behalf of Lessee represents and warrants that he has full authority to do
so and that his Lease binds the entity. Within thirty (30) calendar days after this Lease is
24
signed, Lessee shall deliver to Lessor a certified copy of a resolution of Lessee's Board of
Directors or other governing body authorizing the execution of this Lease or other
evidence of such authority reasonably acceptable to Lessor. If Lessee is a partnership,
each person or entity signing this Lease for Lessee represents and warrants that he or it
is a general partner of the partnership, that he or it has full authority to sign for the
partnership and that this Lease binds the partnership and all general partners of the
partnership. Lessee shall give written notice to Lessor of any general partner's
withdrawal or addition. Within thirty (30) calendar days after this Lease is signed,
Lessee shall deliver to Lessor a copy of Lessee's recorded statement of partnership or
certificate of limited partnership.
Section 13.11 Joint and Several Liability:
13.11.1 All parties signing this Lease as Lessee shall be jointly and severally liable for all
obligations of Lessee.
Section 13.12 Force Maieure:
13.12.1 If Lessor cannot perform any of its obligations due to events beyond Lessor's
control, the time provided for performing such obligations shall be extended by a period
of time equal to the duration of such events beyond Lessor's control. Such events
include, but are not limited to, Acts of God, war, civil commotion, labor disputes, strikes,
fire, flood or other casualty, shortages of labor or material, government regulation or
restriction, volcanic eruption, and weather conditions.
Section 13.13 Execution of Lease:
13.13.1 This Lease may be executed in counterparts and, when all counterpart
documents are executed, the counterparts shall constitute a single binding instrument.
Lessor's delivery of this Lease to Lessee shall not be deemed to be an offer to lease and
shall not be binding upon either party until executed and delivered by both parties.
Section 13.14 Survival:
13.14.1 All representations and warranties of Lessor and Lessee shall survive the
expiration or early termination of this Lease.
ARTICLE 14. BROKERS
14.1 Nothing contained in this Lease shall impose any obligation on Lessor to pay a
commission or fee to any party. Lessee represents and warrants to Lessor that it has not
engaged any broker, finder or other person who would be entitled to any commission or
fees for the negotiation, execution, or delivery of this Lease. Lessee shall indemnify,
defend, and hold harmless Lessor against any loss, cost, liability or expense incurred by
Lessor as a result of any claim asserted by any such broker, finder or other person on
the basis of any arrangements or agreements made or alleged to have been made by or
on behalf of Lessee. This Article shall not apply to brokers with whom Lessor has an
• express written brokerage agreement.
25
•
•
ARTICLE 15. ACKNOWLEDGMENTS
15.1 Lessor and Lessee have signed this Lease on the dates specified adjacent to their
signatures below and have initialed all Exhibits and/or Riders which are attached to or
incorporated by reference into this Lease.
"LESSOR" "LESSEE"
City of Renton Puget Sound Access
By L By:
Denis Law, Mayor
Date: 201? Name/Title
(printed)
Attest:
Date: �� ��" �' i ' 2012
By &Xoc.c Lc/GZQ �
Bonnie Walton, City Clerk
Attest:
By -
Lawrence J. Warren, City Attorney
26
i
EXHIBIT "A"
SITE MAP
I
CARCO THEATER LEASE
� Tl�aslre
V,
R�.
t
. yb
m^�
Notes Legend
Extent of lease area,building and grounds,for the
Carco Theater.
0
1:865
72 0 36 72 Feet
NAD_1983_HA R N_StateP Ian e_Wa sh i ngton_
North FIPS 4601
�— Information Technology-GIS This map is a user generated static output from an Internet mapping site and
City'ofO� is for reference only.Data layers that appear on this map may or may not be
RentonMapSupport @Rentonwa.gov accurate,current,or otherwise reliable.
Finance&IT Division 10/17/2012 THIS MAP IS NOT TO BE USED FOR NAVIGATION
i
EXHIBIT "B"
CITY EQUIPMENT LIST
i
i •
Carco Theater Inventory
Monday,January 07, 2013
Lighting
Lamps Qty. Notes
EGG 750W 11
EXR 30OW 5
DYS 60OW 2 Slide projector lamp
HPL 575/275X (JSSS225-575WX) 5
EHF 750w 2
F4TS/CW 4W 2
FEL 1000W 11
EHG 750W 6
EHD 50OW 6
BAK .75 AMPS 1
CBA 50OW 1
ENX 360W 3
BVT 1000W 3
DPW 1000W 2
BTL 5
Lighting Instruments Qty. Notes
Mini Ellipsoidal 5 EA-1, EA-3, EA-4, EA-7 need repair
EA-8 is missing
5/50 Series Ellipsoidal 20 degree, Colortran 10
Leko, Century 9 Need to be replaced, very dim light
Altman 1
a 2 degree beam 2
Fresnel 6" Altman 31 FA-9, FA-11, FEC-10 need repair
Fresnel 8" 10
Scoop 9" 8 S-6, S-7 need repair
Source 4 4
Follow Spot Altman 1
Berkley Colortran 4
Lighting Accessories Qty. Notes
Plywood light base 10
Gel frame 6" 30 Additional frames in use
Safety cables 72
ETC Express Light Board 1
CD80 Strand lighting Dimmer System 1
2.4Kw 120v AC 60 Hz CD80 dimmers 24
two fer twist lock 3
i • 2
Edison to twist lock adapter 5
Blank splitters 6 Need to put ends on them
Yoke clamps 2
3" gobo frame 7
4" gobo frame 4
2" gobo frames 9
Nebula gobo 1
funky squares gobo 1
soft web gobo 1
trees gobo 2
branches gobo 1
window gobo 1
forest gobo 1
different branches gobo 1
heart shaped gobo 1
moon sliver gobo 1
6" lens 2
ETC Express 24/48 light board & monitor 1
Dell LCD Projector 1 City could keep for other uses
Sound
Booth equipment Qty
Yamaha 36 channel sound mixer 1 Could go to City mobile kit
SoundTech PL602 power amplifiers 2
NuMark Cd player 1 Could go to City mobile kit
Sony 5-disc carousel CD changer 1
Sony dual-well cassette tape deck 1
Sony mini disc player/recorder 1
Shure cordless mic receivers 10
Clear-Com 2-way headset system 1
projection tables 2
Kodak Ektagraphic III slide projector 2
Kodak slide carousels 2
Overhead projector 1
DBX quad channel expander/gate 1
DvD Player 1
mic stands w/cast metal base & clips 6
mic stands w/cast metal base, clips & boom 4
mic stands w/folding base w/boom & clips 6
mics stands with folding base w/clip 2
spare mics boom arms 3
Horizan wedge monitors 4
3
Backstage TV monitor 1
File Cabinet 1
Mic Drawers
pop filters 9
Shure SM-58 mics 6
SM-57 mics 11
mic stand clips-Shure-type 18
butterfly stand clip 1
table top stands w/clips 2
Clear Com Drawer:
Clearcom headsets 6
Clearcom chorded intercom units 3
Clearcom cables 10 ft. 3
Wall
male XLR to 1/4" @ 20 ft. 3
20 ft. mic chords 4
female XLR to 1/4" @10 ft. 1
lapel mic 5
unidirectional ribbon mic 1
direct boxes 3
50 ft. XLR cables 2
Patch Cables- (All cables 1/4 to 1/4 unless otherwise mentioned)
10 ft. 6
18 ft. 3
4 ft. 5
1 ft. 4
3 ft. 8
6 ft. 6
5 ft. 2
2 ft. 1
3 ft. 1/4 to Banana 2
Mobile Concert Kit — City to Keep
Rolling Rack with Amps
Sound Board 1
Speakers:
Mains 2
Subwoofers 2
Wedge Monitors 4
4
Speaker Cables
100' 6 Cable Stage Snake 1
25' 1/4" - 1/4" Monitor Cables 2
50' 1/4"-Speakon Cables 3
50' 1/4" - 1/4" Subwoofer Cable 1
Mic Snakes:
6 Channel Cable Snake (Stage Master) 1
12 Channel Cable Snake (Horizon) 1
Extension Cords:
25' Ext cord "blue" 14GA 1
100' Ext cord "green" 16GA 1
100' Ext cord "yellow" on spool 14GA 1
50' Ext cord "yellow" 12GA 1
50' Ext cord "orange" 12GA 1
3 Component Power cords 3
6 Receptacle Power Strips 3
37' Ext Cords 2
45' Ext Cord 1
57' Ext Cord 1
77' Ext Cord 1
78' Ext Cord 1
117' Ext Cord 1
Mics/Cables/DI Boxes:
Shure 58's w/wind screen and clip
Behringer Ultra DI Boxes
50' XLR-XLR
50' 1/4"-1/4" Phono
5' 1/4"-XLR Male
5 1/4 -XLR Female
Mic Cables:
200' 1/4"-XLR
150' XLR-XLR
75' XLR-XLR
Hubbell Spider Box(1):
50' Power Supply 1
Edison Outlets 6
• • 5
Renton Youth Symphony Orchestra — City Needs to Keep* (Some needs to
stay at the theatre for weekly rehearsals)
In 2 suitcases:.
Assorted Mallets and drum sticks
Cymbal stand
Cymbal
Snare stand
Snare drum
Instruments:
Bass drum, stand and cover
Ti m p a n is a n d cove rs(4 are shared with Renton City Band the 5th is damaged&owned by RYSO)
% size upright String Bass, with a hard and a soft case.
Full size Violin in soft case.
Baby Grand Steinway Piano (was donated by Lois Albee for RYSO use).
Equipment:
40 Music stands
55 black chairs
Conductors Music stand
Approx. 22 boxes of Sheet Music
Various binders and other files of records
8 Collapsible Band Risers
SO u n d S h e I I (Jim Young wrote a grant to McDonald Corp.,based on the youth orchestra's need for the shells.The$8,055 Grant was
specifically for a youth music group)
Renton City Concert Band — City Needs to Keep
Bass drum, stand and cover(shared with RYSO)
Timpani's and covers(4 are shared with RYSO)
3 Congas
Sets & Props
Sets Qty
48 Platforms made of 2x6 8
4x8 Platforms made of 2x4 6
4x6 Platforms 2
3x3 Platforms 3
4x4 Platforms 2 ft tall 1
4x4 Platform 6 inches tall 1
Small stair units 4
• i 6
Ladders
12 Foot Al Ladder 1
18 Foot Al Ladder 1
6 Foot Al Ladder 1
Cherry Picker 1
Ramps 2
Extension Ladders 2
Props
Brown Benches 8 Black Kettle 1 Pill Berry PomPom 1
white "Marble" Benches 4 Fall Leaves 1 Riding Crop 1
White Throne 1 Black Canes 10 Small Water Guns 6
Brown and Red Thrones 2 Small Umbrellas 10 Pillows 5
Gold Bass Drum 1 Large Umbrellas 7 Golden Scroll 1
North Pole/Switch - Keep Marionette Sticks 2 Salt and Pepper Shakers 1
Palm Tree 1 Oversized Baseballs 2
Prop Piano 1 Small Xmas Tree w/Star 1 Pair of Catcher ShinGuards
White Stick w/Red Tips 1 Orng Foam Cowboy Hat 1
Metal Trash Cans 2
Purple Cube Pillow Ribbon Whip umbrellas
4 Orange Bendy Pillows 2 White Pillows White Cane
2 Black Guns 2 Scarecrows on Sticks 4 Wicker Brooms
5 Star Fountain Sticks Strings of Beads (Gold and Small Black Bench
Silver Plastic Sword Purple) Large Yellow Bendy Pillow
w/Gold Sheath 3 large Ornaments Red Stool
Plastic Shield Plush Duck Wicker Chair
Plastic Helmet Box of Faux Food (2 Small Blue Padded Chair
3 Cue Cards Carrots, Pie, Ear of Corn, 12 Green Pom Poms
Small Star Wand 5 Grapes, MegaPhone
2 LightSabers 6 Apples, Broccoli, Onion, Gold Oil Can
CookBook 3 Taters, A Bell
Baseball Bats 7 Oranges, Strawberries, Golden Egg
Small Ninja Sword 3 Pears, Golden Grapes in Basket
Small Wooden Scroll 5 Lemons, Various Gourds) Golden Whistle on Chain
Wooden Knife Black Telephone Golden Dragon
Wooden Dagger Intercom Speaker Plaster Mold of Face
Green Duster Beige Telephone Flowery Pillow
Feather Dusters 9 Rolls of Ribbon Record Box
Modern Biology Book Black Toy Car Gift Wrapping Supplies
Headset 1st Prize Coupons Plastic Patriotic Stars
Bow with 3 arrows Kangaroo Sock Puppet 4 Small Plastic American
Yellow Scroll Feathery Scarf Flags
Big Pencil General &Jojo Dolls Little Gold Horn
Sparkly Mic w/Cover 2 Long handled yellow Giant Remote
• 7
Chinese Lanterns Jeweler Box Green Bottle
Starry Curtain Red Metal Glass\ Manual Egg Beater
2 Blue Table Cloths Candy Machine Whisk
Giant Lily Pad 3 Glasses Spat Chula
Yellow Rope 3 Shot Glasses Large Fork
2 Small Scarecrows Yellow and Pink Easter 2 Frying Pans
Parachute Basket Wooden Meat Tenderizer
Flatish Basket Big Sparkly Handkerchief 3 Wood Spoons
4 White Lace Curtains w/ White Plastic Serving Tray 2 Teaspoons
Rods Cake Pan Snorkeling Goggles
Glass Vase w/ Lid Dish Rag 3 Tooth Pick Containers w/
Hook Rug 2 Pitchers Tooth Picks
White and Red Curtains w/ Gold Goblet Ketchup and Mustard
Black Lace 4 Metal Serving Trays Bottles
2 Lanterns Expandable Ball 8 Plastic Cups
2 Gold Wall Candle Red Tea Pot Red Plastic Utensils
Holders 2 Silver Goblets 3 Green Containers
2 Glass Candle Jars Cup 6 Red Plastic Baskets
Gold Candle Tray 8 Small Candles Checkered Napkins
Fake Cigarettes Kettle Dishwasher Tray
Blue and Gold Heart 2 Flowery Candle Holders
Miscellaneous Kitchen Supplies will go to RCC
Exhibit "C"
PSA EQUIPMENT LIST
• • iii
Exhibit "D""
CUSTODIAL CHECK LIST-CITY
Carco Theatre Custodial Schedule - City
Daily
Remove all trash
Vacuum all carpet
Clean all entrance door glass
Police outside area by entrance for trash, debris, butts
Clean lobby restrooms, mop floors
Clean kitchen area, mop floor, clean sink
Clean office area
Wipe down tables and counters
Pick up debris or sweep theatre seating area, vacuum steps
Vacuum carpet area in front of stage
Sweep mop stage as needed
Clean restrooms behind stage area
Spot clean all glass
Weekly
Remove stains on carpet from drinks and food
Dust all horizontal surfaces
Change out any burned out lights as needed
Spot clean walls
Wipe down door handles, light switches
i ;v
Exhibit "E"
CUSTODIAL CHECKLIST- PSA
r
0
Carco Theatre Custodial Schedule - PSA
Daily
Remove all trash
Vacuum all carpet
Clean all entrance door glass
Police outside area by entrance for trash, debris, butts
Clean lobby restrooms, mop floors
Clean kitchen area, mop floor, clean sink
Clean office area
Wipe down tables and counters
Pick up debris or sweep theatre seating area, vacuum steps
Vacuum carpet area in front of stage
Sweep mop stage as needed
Clean restrooms behind stage area
Spot clean all glass
Weekly
Remove stains on carpet from drinks and food
Dust all horizontal surfaces
Change out any burned out lights as needed
Spot clean walls
Wipe down door handles, light switches
Semi-Annually
Clean carpet and raise pile
I
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