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HomeMy WebLinkAboutExhibit 08_Lease Agreement.pdfLAG-21-005 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is entered into as of the Effective Date (defined below) between the City of Renton, a municipal government entity ("'Landlord''), and DAY I ACADEMIES, dba Bezos Academy, a Washington nonprofit corporation ("Tenanf') (collectively, "Parties"). I. RECITALS Landlord is the owner of certain real property located at 3000 NE 16th Street, Renton, WA 98056. Tenant is a nonprofit organization that provides high-quality, tuition-free preschool education for children around three (3) to five (5) years of age. Tenant also provides its students with educational materials and services to set each student up for success, including but not limited to, educational materials, books, arts and crafts, field trips, and meals (collectively, the "Tuition-Free Education and Services''). Tenant provides the Tuition-Free Education and Services to children who otherwise cannot receive a preschool education because their families cannot afford it. The Parties desire for Tenant to provide the Tuition-Free Education and Services to children in the community where the Premises (defined below) is located under the terms and conditions set forth in this agreement. D. AGREEMENT Landlord and Tenant agree as follows: I. Basic Lease Terms. 1.1. Premises and Property. Landlord leases to Tenant the "Premises" "As-ls," which consist of an agreed area of approximately (i) 3672 rentable square feet in the Building and (ii) 400 square feet of outdoor space, all as outlined on attached Exhibit A, located on the land legally described on attached Exhibit B, and is commonly known as North Highlands Neighborhood Center. The Premises do not include, and Landlord reserves, the exterior walls and roof of the Premises, the land beneath the Premises, the pipes and ducts, conduits, wires, fixtures, equipment above the suspended ceiling, and structural elements of the building in which the Premises are located (the "Building''). The Building, the land upon which it is situated, all other improvements located on such land, and all common areas appurtenant to the Building are referred to as the "Property". 1.2. Initial Term. The Initial Term will be for at least one hundred and eighty ( 180) full consecutive months (plus the partial month in which the Initial Term commences, if applicable), commencing on the Commencement Date (defined below). 1.3. Inspection of Premises. This Lease is expressly contingent upon Tenant's approval of the Premises. Tenant shall have a period of sixty (60) days beginning on the Effective Date (the "Inspection Period'') to inspect the Premises, conduct environmental testing (per Section 2.1, below), and determine whether the Premises are suitable for Tenant's proposed use. If Tenant determines that the Premises are not satisfactory due to licensing, zoning, building permits, hazardous materials, or any other reason, then Tenant shall have the right to terminate this Lease by giving written LEASE AGREEMENT PAUi . I notice to Landlord before the end of the Inspection Period, whereupon this Lease shall tenninate, Landlord shall refund any prepaid rent or deposits, and Tenant shall have no further rights or obligations hereunder as of the date of such notice. I .4. Commencement, Option to Extend, and Tennination. The Lease commences on the Effective Date (the "Commencement Date") and tenninates at 11 :59 p.m. on June 30, 2036 (the "Terminatio11 Date•,. The Parties may agree in writing to extend the lease for additional terms (a "Renewal Term"). Landlord shall deliver vacant possession of the Premises in broom clean condition to Tenant with keys and all utilities in working order ready for Tenant to Commence Tenant's Work (defined below). Additionally, Tenant shall have the right to terminate this Lease before the scheduled termination date (as the same may be extended) by giving at least ninety (90) days' advance written notice to Landlord. The Parties agree to meet and confer to discuss extending this Lease at least one year prior to the Tennination Date. If Tenant remains in possession of the Premises after any termination of this Lease, such possession by Tenant shall be deemed to be a month to-month tenancy (the "Holdover Term"). All provisions of this Lease shall apply to any Renewal Term and the Holdover Term. The Initial Term, any Renewal Term, and any Holdover Term are collectively referred to as the "Tenn." 1.5. Rent. The monthly monetary rent shall be: One Dollar ($1.00). Monetary rent shall be payable at Landlord's address shown in Section I. 7 below, or such other place designated in writing by Landlord. Within thirty (30) days of execution of this Lease, Tenant shall deliver to Landlord the sum of One Hundred and Eighty Dollars ($180.00) as prepaid monetary rent, to be applied to the monthly rent due for the Initial Term of the Lease. In addition to monetary rent, Tenant will make leasehold improvements to the Premises and provide the Tuition-Free Education and Services at the Property. The Parties acknowledge and agree that Tenant's development and operation of a tuition- free preschool are valuable and beneficial services that support Landlord's programs, services, and purpose with measurable costs to Tenant that far exceed the fair market value of rent. 1.6. Exclusive Use for Tuition-Free Education and Services. Tenant will have access and exclusive use of the Premises for the operation of a preschool and for other related lawful purposes (including but not limited to preparation of food) seven (7) days per week, twenty-four (24) hours per day, subject to Landlord's performance of maintenance, repairs, and inspections to the Premises as provided in this Lease. 1.7. Parking. Landlord shall provide Tenant with the use of seven adjoining parking stalls in the parking lot located on the Property, as outlined on Exhibit D, which parking stalls are not part of the Premises but are reserved for the exclusive use of Tenant and its employees, agents, contractors, guests and invitees. Tenant may mark the stalls or install placards to indicate that the stalls are reserved. LEASE AGREEMENT PAGE2 2. Preparation of Premisesffenant Improvements -Hazardous Substances. With Landlord's written permission, Tenant shall be responsible for performing any work necessary to bring the Premises up to code and into condition satisfactory to Tenant ("Tenant's Work"), as determined by Tenant. Landlord must review and approve all Tenant improvements at design level prior to permitting, but such approval shall not unreasonably be withheld or delayed by more than fourteen ( 14) business days. Any delay by Landlord to respond beyond fourteen ( 14) business days shall constitute approval of the request. If Tenant alterations or repairs trigger Fire Code system or other code system updates for the Premises, then Tenant is responsible for the costs of the upgrades. Tenant shall be responsible for the design, payment, and performance of any Tenant's Work as set forth in Exhibit C. By entering this Lease, Landlord approves the performance of Tenant's Work in Exhibit C. All Tenant's Work shall be completed by a licensed and insured contractor and in compliance with applicable laws. Tenant shall have the sole and absolute right to design and operate access control and security systems at the Premises, which may include without limitation exterior security cameras, and shall reasonably cooperate with Landlord to provide Landlord access to the Premises (e.g. by providing Landlord with a key card or similar access mechanism) as required for Landlord to perform its repair and maintenance obligations under the Lease. Tenant's work may include without limitation installation of an exclusive entrance to the Premises for exclusive use by Tenant and Tenant's invitees, installation and plumbing of restrooms for exclusive use by Tenant, and installation of a kitchen and wanning pantry for Tenant's exclusive use. Additionally, Tenant wilt have the right to use (if already located on the Property) or install and use an age-appropriate playground on the Property at mutually agreeable times. 2.1. Hazardous Substances. Pursuant to RCW 49.26.013, Tenant must conduct a good faith inspection pursuant to RCW 49.26.013 prior to any construction, renovation, remodeling, maintenance, repair, or demolition project (the "E11vironmental Inspection"). If Tenant conducts an Environmental Inspection at the Property, then Tenant: A) Must provide a copy of all raw data and environmental analyses to Landlord; B) Must advise Landlord prior to any reporting to the Washington Department of Ecology or other agencies; C) Will not release copies of the report and data without prior notice to Landlord ; provided, the Parties acknowledge and understand Tenant may have a duty to release copies of the report. findings, and data to contractors, the Department of Children, Youth, and Families, employees of the building, and other individuals or entities that have a legal right or need to know; and D) The Environmental Inspection shall be conducted by persons, contractors, subcontractors, and agents meeting the accreditation requirements of the federal toxics substances control act, section 206(a) (I) and (3) ( 15 U.S.C. 2646(a) ( 1) and (3)) and provide proof of such accreditation to Landlord, upon request. LEASE AGREEMENT PAGt3 If the Environmental Inspection finds Hazardous Materials {defined below) at the Property, then Landlord shall be responsible for removing these materials from the Property -Common Areas and hire the contractor for removal through the normal bid process. If the Environmental Inspection finds Hazardous Materials ( defined below) at the Tenant Premises as part of the Tenant Inspection for Tenant Improvements, then Tenant shall be responsible for removing these materials from the Premises. Tenant agrees to engage a licensed contractor to handle the remediation for the Tenant Premises, in accordance with all legal and regulatory requirements. Upon completion of the remediation, Tenant's licensed contractor will conduct environmental sampling to confirm the Property is safe to occupy. TI1ereafter, Landlord will be responsible for conducting annual environmental testing and otherwise ensuring the Property remains safe to occupy and free from Hazardous Substances. In the event Hazardous Substances are identified at the Property by Tenant, Tenant may i) elect to terminate this Lease immediately without any further obligation or ii) work with Landlord to develop a mutually agreeable remediation plan. Tenant and Landlord agree that they will not place, dispose of or store any Hazardous Substances on the Premises or the Property in violation of applicable laws. 2.2. For purposes of this Lease, "Hazardous Substances" shall mean any substance subject to regulation under the Washington Hazardous Waste Management Act (Ch. 70A.300 RCW) and implementing regulations, any "hazardous substance" under the Washington Hazardous Waste Cleanup -Model Toxics Control Act {Ch. 70A.305 RCW) and implementing regulations, and any "hazardous substance" or "hazardous waste" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 USC §§ 9602 et seq.) and implementing regulations, as these laws are amended from time to time; underground storage tanks, whether empty, filled or partially filled with any substance; asbestos; urea formaldehyde foam insulation; PCBs; and any other substance, waste, material or chemical deemed or defined as hazardous, toxic, a pollutant, contaminant, dangerous or potentially dangerous, noxious, flammable, explosive, or radioactive, the removal of which is required or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling, or shipment of which is restricted, prohibited, regulated or penalized by any federal, state, county, municipal or other local governmental statute, regulation, ordinance or resolution as these laws are amended from time to time. 3. Utilities; Taxes. Landlord shall provide the following services to the Premises: water, electricity, sewer, and heating and ventilation for the Premises seven (7) days per week, twenty-four (24) hours per day. Landlord shall be responsible for paying any and all property taxes for the Property, except Leasehold Excise Tax. Provided, the Parties acknowledge and agree that as a non-profit early learning provider, Tenant is exempt from leasehold excise tax under RCW 84.36.040. Tenant will obtain and maintain an exemption certificate from the Washington Department of Revenue and provide it to Landlord upon reasonable request. Tenant shall pay the cost of water, electricity, heating, and ventilation supplied exclusively to the Premises. Landlord shall use a reasonable method to allocate the proportionate costs to Tenant, and Tenant shall reimburse Landlord on a monthly basis upon receipt of an invoice from Landlord. Utilities will be based upon Tenant's percentage square footage used in the building. Tenant shall furnish and pay, at Tenant's sole expense, all other utilities (including, but not limited to, telephone, cable and internet service if available) and other services which Tenant requires with respect to the Premises. 4. Common Areas. Tenant shall have the non-exclusive right to use the Common Areas . Tenant shall not materially interfere with the use of Common Areas by others. Landlord shall maintain the Common Areas in good order, condition and repair. Without limiting the foregoing, Landlord shall keep the Common Areas in clean, safe and orderly condition and shall maintain any landscaping on the LEASE AGREEMENT PAGE4 Property in neat condition. As used in this Section, "Common Areas" means all areas, facilities and building systems that are provided for the general non-exclusive use and convenience of Tenant with other occupants of the Property. Common Areas include without limitation hallways, stairs, driveways, walkways, terraces, loading areas, restrooms, trash facilities, kitchens, parking areas and garages, roadways, pedestrian sidewalks, landscaped areas, common heating, ventilating and air conditioning systems, common electrical service, equipment and facilities, and common mechanical systems, equipment and facilities. Landlord shall not, without Tenant's prior written consent, remove, alter or reconfigure Common Areas if doing so would adversely affect the Premises, access to the Premises, or Tenant's operation of the Permitted Use at the Premises. Landlord reserves the use of exterior walls and the roof, and the right to install, maintain, use, repair and replace pipes, ducts, conduits, and wires leading through the Premises in areas which will not materially interfere with Tenant's use thereof. 5. Alterations. Tenant may make alterations, additions or improvements to the Premises, including any Tenant's Work ("Alterations") at Tenant's expense in compliance with all applicable laws, and in a manner reasonably calculated so as to not unreasonably interfere with other tenants or occupants of the Property. Landlord must review and approve all material alternations at design level prior to permitting, but such approval shall not unreasonably be withheld or delayed by more than fourteen (14) business days. Any delay by Landlord to respond beyond fourteen (14) business days shall constitute approval of the request. If Tenant's Alterations or repairs trigger Fire Code system or other code system updates for the Premises, then Tenant is responsible for the costs of the upgrades. Without limiting the foregoing, Tenant may install fencing around any outdoor portion of the Premises. Landlord shall be deemed the owner of all Alterations except for (a) personal property, furniture, equipment, and removable trade fixtures, and (b) those which Landlord reasonably requires to be removed at the end of the Lease term, provided that Landlord designated the same for removal at the time of construction. Tenant shall repair any damage to the Premises caused by removal of Alterations. Tenant shall be responsible for complying with all laws applicable to the Premises as a result of Tenant's particular use, such as modifications required by the Americans With Disabilities Act ("ADA") as a result of Tenant opening the Premises to the public as a place of public accommodation. 6. Repairs and Maintenance; Surrender. Tenant shall, at its sole expense, maintain the Premises in good condition and promptly make all non-structural repairs and replacements necessary to keep the Premises safe and in good condition. Landlord shall, at its sole expense, maintain in good condition, repair and replace as necessary the Building structure, heating and ventilation systems, plumbing, foundation, slab, flashings, exterior walls, roof (including roof membrane, roof decking, roof gutters and drains), all utilities and other systems serving the Premises, and the Common Areas (including parking and playground areas located on the Property). Tenant shall not, however, be responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Landlord or its agents, employees, contractors or invitees. Landlord shall be responsible, throughout the Lease term, for ensuring that the Building (excluding the Premises) and the Common Areas comply with all applicable laws, including but not limited to the ADA, whether existing as of the Effective Date or as enacted, supplemented or modified from time to time. Upon expiration of the Lease term or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord in as is condition as thereafter improved by Alterations, reasonable wear and tear and casualty excepted. If maintenance or landscaping of the outdoor portion of the Premises is handled by Landlord's employees and/or covered by an existing contract with a service provider as of the Effective Date, Landlord shall continue to be responsible for landscaping of the outdoor portion of the Premises throughout the Lease term; otherwise, Tenant shall be responsible for the cost of landscaping of such portion. LEASE AGREEMENT PAGf 5 7. Services. Landlord will provide the services identified in Exhibit E to Tenant during the Tenn of this agreement (the "Services"). The Services are in addition to any services, repair, and maintenance promised to be perfonned by Landlord in in this Agreement. Landlord shall invoice Tenant for any costs identified in Exhibit E. Landlord will provide the Services: (a) using personnel of required skill, ·experience, licenses, and qualifications (including passing all legally required background checks); (b) in a timely, workmanlike, and professional manner; (c) in accordance with generally recognized industry standards and applicable law, including the Washington Administrative Code (WAC) Chapter I I 0-300; and ( d) to the reasonable satisfaction of Tenant. Tenant has the right to tenninate or request changes to the Services by providing written notice to Landlord. The Parties must mutually agree in writing to add or amend the Services provided by Landlord. It is understood and acknowledged that in providing the Services, Landlord acts in the capacity of a landlord and independent contractor and not as an employee or agent of Tenant. Landlord has no authority to commit, act for or on behalf of Tenant, or to bind Tenant to any obligation or liability. 8. Entry into Premises. Due to the sensitive nature of early childhood education and security, any entry into the Premises by Landlord must be at a time agreeable to Tenant and Landlord. Tenant has the right to have a representative of Tenant accompany Landlord during any entry into the Premises. Except in the event of an emergency, in which case prior notice is not necessary, Landlord will provide Tenant with three (3) full business days' prior notice to any entry into the Premises. Landlord will make every effort to not disrupt Tenant's business operation at the Premises in connection with any entry into the Premises. Landlord will not obstruct vehicular or pedestrian access to the Premises at any time (without Tenant's prior written consent). Landlord's access to the Premises will be subject to all of the foregoing provisions and Landlord will comply with all of Tenant's reasonable conditions to Landlord or its designees' access to the Premises related to health and safety issues for the children at the Premises. 9. Signage. Tenant will have the right to install signage around the Premises as well as directional signs on the Property identifying the location of the Premises. All signs must have the Landlord's written approval of design, design must be submitted prior to pennitting, and must comply with the City sign code and pennitting; provided, such approval shall not unreasonably be withheld or delayed by more than fourteen (14) business days. Any delay by Landlord to respond beyond fourteen (14) business days shall constitute Landlord's approval of the request. 10. Destruction or Condemnation. If the Premises or a portion thereof, or a portion of the Property necessary for Tenant's occupancy, are damaged by fire or other casualty, or taken by a governmental authority (or conveyed in lieu of condemnation), then Tenant may elect to either (a) tenninate this Lease by giving written notice to Landlord, in which case Tenant shall have no further obligations under this Lease as of the date of tennination specified in such notice, or (b) continue this Lease, in which case Landlord shall diligently restore the Premises and the portion of the Property necessary for Tenant's occupancy, to the extent possible, provided, however, Tenant may tenninate the Lease if Landlord is unable to restore the Premises within six (6) months of the casualty event or condemnation. Landlord may tenninate the lease if the entire Premises are destroyed for reasons outside of Landlord's reasonable control and Landlord chooses at Landlord's sole discretion to not restore or rebuild the Premises. 11. Insurance. A. Tenant's Insurance: Tenant shall secure and maintain the following insurance policies, and shall not cancel or suspend the insurance policies identified below: LEASE AGREEMENT PAGl.6 l. Commercial General Liability Insurance: Commercial general liability insurance in the mmtmum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this Agreement. 2. Professional Liability Insurance: Professional liability insurance, in the minimum amount of $1,000,000 for each occurrence, shall also be secured for any professional services being provided to Landlord that are excluded in the commercial general liability insurance. 3. Workers' Compensation: Workers' compensation coverage, as required by RCW 51, Industrial Insurance laws of the State of Washington. 4. Builder's Risk: Builder's Risk coverage for any material improvements or alterations to the Premises undertaken by Tenant for the full cost thereof; provided, however, the Parties agree that Tenant's architect or general contractor may maintain this coverage instead of Tenant. Tenant will require its architect or general contractor to name Landlord as an additional insured. 5. City as an Additional Insured: It is agreed that on Tenant's commercial general liability policy, the City of Renton will be named as an Additional insured on a primary and no-contributory basis. Any coverage maintained by the City of Renton is solely for the coverage and benefit of the City, and its elected officials, officers, agents, employees, representatives and volunteers. 6. Verification of Coverage: Subject to the City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before executing this Agreement 7. Cancellation of insurance coverage: The City shall be provided with written notice of any policy cancellation within a minimum of two (2) business days of receipt of such notice by the policy holder. B. Review of Policy: Upon request, the Tenant shall give the City a full copy of the insurance policy for its records and for the City Attorney's or Risk Manager's review. The policy limits may be reviewed and the value reassessed annuany. C. The certificate holder should read: City of Renton A TfN: Jeff Minisci, Facilities Director, Community Services I 055 South Grady Way Renton, WA 98057 Direct any questions, comments, or concerns to: LEASE AGREEMENT PAGE 7 Kelsey R. Ternes, Risk Manager City of Renton Kt emes@renton,va.gov Tei: 425.430. 7669 FAX: 425.430.7665 11.1. Landlord's Insurance. Landlord shall carry special fonn extended coverage fire insurance of the Building shell and core in the amount of their full replacement value, and such other insurance as Landlord, in its reasonable discretion, deems appropriate. 11.2. Waiver of Subrogation. Landlord and Tenant hereby release each other and any other tenant, their agents or employees, from responsibility for, and waive their entire claim of recovery for any loss or damage arising from any cause covered by insurance required to be carried by each of them. Each party shall provide notice to the insurance carrier or carriers of this mutual waiver of subrogation, and shall cause its respective insurance carriers to waive all rights of subrogation against the other. 12. Mutual Indemnification. Each Party (as "Indemnifying Party") shall indemnify, hold harmless, and defend the other party and its managers, officers, directors, employees, and agents (collectively, "Indemnified Party") against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by the Indemnified Party (collectively, "Losses'') related to any third- party claim arising out of the Indemnifying Party's or the Indemnifying Party's personnel's (a) negligence or willful misconduct in connection with this agreement; or (b) breach of this agreement. 13. Conditions Precedent. The Parties' obligations under this Agreement are expressly conditioned upon the Tenant obtaining all necessary approvals from the City of Renton, the Washington State Department of Children, Youth, and Families, and any other governmental entity with jurisdiction for operation of Tenant's program within the Premises, including construction of the Alterations. 14. Legal Compliance. All use of the Premises and Property by the Parties shall comply with applicable law. The Parties further agree to comply with all applicable laws and regulations related to the COVJD-19 pandemic, including health and safety directives from the Washington Department of Health and the Washington State Department of Children, Youth, and Families. 15. Default. The following occurrences shall be deemed an event of default by Tenant: (a) Tenant fails to pay Rent when due, and such failure continues after fourteen (14) days' written notice from Landlord of such failure; or (b) Tenant fails to perform any of its other obligations under this Lease, and such failure continues for thirty (30) days following receipt of written notice from Landlord of such failure to perform; provided, however, that if the nature of such failure is such that Tenant cannot reasonably cure it within such thirty (30) day period, then the cure period shall be extended as reasonably necessary. Landlord shall be deemed to be in default under this Lease if Landlord fails to perform its obligations under this Lease and such failure continues for thirty (30) days after receipt of written notice from Tenant; provided, however, that if the nature of such failure is such that Tenant cannot reasonably cure it within such thirty (30) day period, then the cure period shall be extended as reasonably necessary. 16. Notices. All notices under this Lease shall be in writing and effective: (i) when delivered in person, (ii) the day after being sent via reputable overnight carrier to the Notice Addresses; LEASE AGREEMENT PAGES or (iii) upon confinned transmission by email to such persons at the email addresses set forth or such other addresses as may from time to time be designated by such parties in writing. Landlord: City Of Renton 1055 South Grady Way Renton, WA 98057 Attn: Facilities 6th Floor Email: facilities@rentonwa.gov Tenant: Bezos Academy 3040 781h Avenue SE, #1042 Mercer Island, WA 98040 Attn : General Counsel Email: legal@bezosacademy.org I 7. Publicity: Written Consent. Landlord will not, without Tenant's prior written consent, issue or release any announcement, statement, press release, or other publicity or marketing materials relating to Tenant or any services perfonned for Tenant, or otherwise use the name, logo, trademarks, service marks, or other trade names of Tenant or any individual associated with Tenant in publicity releases, promotional material, customer lists, advertising, or other marketing. The restrictions in this Section apply to posts on Landlord's website and social media sites and platfonns, including without limitation Facebook, Instagram, YouTube, Twitter, and Linkedln. Provided, if Landlord believes that it is legally required to make a disclosure under this Section, then Landlord shall promptly provide Tenant with notice of the information request and a reasonable opportunity to object. The Parties acknowledge that this agreement is subject to the Public Records Act ("PRA") RCW 42.56 and subject to public disclosure. If Landlord receives a subpoena, a PRA request, or other fonnal request from a third-party for Tenant's non-public infonnation, then at least fourteen {14) days prior to making any disclosure, Landlord shall provide Tenant with notice and a reasonable opportunity to object. This Section 17 shall survive the termination of this agreement. 18. Liens and Encumbrances. Tenant shall not have or allow any liens or encumbrances on the Premises. At Landlord's request, Tenant shall furnish Landlord written proof of payment of any item which would or might constitute the basis for such a lien on the Premises if not paid. 19. General Provisions. 19. I. Successors and Assigns. This Lease shall apply to and be binding upon Landlord and Tenant and their respective successors and assigns. 19.2. Assignment Of Agreement. Tenant shall not assign or transfer this Agreement or otherwise convey any right, privilege or interest granted by this Agreement or any part of the Premises without Landlords' s prior written consent. This Agreement and any right, privilege, or interest derived from this Agreement shall not be transferable by operation of law, by any process, or by any court proceedings. Tenant shall not sub-lease or co-habitat businesses or other enterprises in or on the Premises without prior written approval of Landlord 19.3. Entire Agreement. This Lease contains all of the covenants and agreements between Landlord and Tenant relating to the Premises. No prior or contemporaneous agreements or understanding pertaining to the Lease shall be valid or of any force or effect and the covenants and LEASE AGREEMENT PAG[9 agreements of this Lease shall not be amended, altered, modified or added to except in writing signed by Landlord and Tenant. 19.4. Waiver. No waiver by either party of any of the provisions of this agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 19.5. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington. 19.6. Severability. Should any of the provisions of this Agreement be found to be invalid, illegal or unenforceable by any court or competent jurisdiction, such provision shall be stricken and the remainder of this Agreement shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties. 19.7. Jurisdiction and Venue. In the event any action is brought to enforce any of the provisions of this Lease, the Parties agree to be subject to exclusive in personam jurisdiction in the Superior Court of the State of Washington in and for the County of King, Maleng Regional Justice Center or in the United States District Court for the Western District of Washington. 19.8. Effective Date. The "Effective Date" of this Lease means the last date upon which both Tenant and Landlord have executed this Lease as shown beneath their signatures on the signature pages below. 19.9. Landlord and Tenant's Title and Authority. Landlord represents and warrants as follows: (a) Landlord has fee simple title to the Property; (b) Landlord has full right, power and authority to execute, deliver and perform this Lease, and all required action and approvals therefore have been duly taken and obtained; (c) no other person or entity is required to sign this Lease to make it binding and enforceable against Landlord in accordance with its terms; (d) this Lease will not result in a breach of or constitute a default of any instrument or agreement to which Landlord or the Property is subject or bound; and (e) the individual(s) executing this Lease on behalf of Landlord represent and warrant that they are duly authorized to do so and that, by their execution of this Lease, Landlord is bound by the terms of this Lease. Tenant represents and warrants as follows: (a) Tenant has full right, power and authority to execute, deliver and perform this Lease, and all required action and approvals therefore have been duly taken and obtained; ( c) no other person or entity is required to sign this Lease to make it binding and enforceable against Tenant in accordance with its terms; and (d) this Lease will not result in a breach of or constitute a default of any instrument or agreement to which Tenant or the Property is subject or bound. The individual(s) executing this Lease on behalf of Tenant represent and warrant that they are duly authorized to do so and that, by their execution of this Lease, Tenant is bound by the terms of this Lease. 19.10. No Recordation Without Consent of Landlord. Tenant shall not record this Agreement or any memorandum of this Agreement without the Landlord's prior written consent. If agreed, the Parties may enter into a short form lease memorandum, in a form suitable for recording under State of Washington law, referencing this Agreement, and all options pertaining to this Agreement, which Tenant may, at its expense, file in King County, Washington. LEASE AGREEMENT PAGEIO 19.11. Electronic Signatures. The Parties agree to accept electronic signatures and/or remotely notarized documents and intend to be bound by them. 20. Exhibits. The following exhibits are made a part of this Lease: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E LEASE AGREEMENT Outline of the Premises (including outdoor areas) Legal Description Tenant's Work Outline of Parking Stalls Description of Landlord's Services PAGE II IN WITNESS WHEREOF, the parties agree that this Agreement shall become binding as of the Effective Date noted above. CITY OF RENTON AnnondoPavone,Mayor Date Signed: 6/15/2021 Attest Jason A. Seth, City Clerk Date Attested: 6/15/2021 APPROVED AS TO FORM ONLY (approved via email from Cheryl Beyer) Shane Moloney, City Attorney h/contracts/2021/1450 STATE OF WASHINGTON COUNTYOF KING )SS DAY 1 ACADEMIES, a Washington nonprofit corporation By: ~/li,--,~- Printed Name: /If (u vi?,. 'il Qqv< Title: fft='ltO DE: ofrt ,tnw,s Date Signed: (/"t / i,..1 On this 15th day of June 201.:!, before me, the undersigned, a Notary Public In and for the State of Washington, duly commissioned and sworn, personally appeared Armando Pavone to me known to be the person {s) who signed as THE MAJOR of CITY Of RENTON, the Washington municipal corporation that executed the within and foregoing Instrument, and acknowledged said instrument to be his free and voluntary act and deed and the free and voluntary act and deed of said Washington municipal corporation for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument on behalf of said Washington municipal corporation . IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. ~'''''""''''' ~ I, lb -" .$-'"" ~" J 't. 111, Wet.JF., ~ ·~~~. 11,,. (S~ ry) r-,f;}~1 \ Qctv\cl ~ J_ tJe..i. ::; ff, 111111 z , (Print or stamp name of Notary) -,_ C C, o' ~ '\ .. C,.\;~ = zfP"i A ,-;;,_ ~ ~~ .... •-1, .... :::. ~~ : "1, , I!-""-Jo.'li: .:: l11 1 OF W,_t,~· #" .. ,,\\\\\\\,,,,, .... SIGNATURE AND NOT ARY PAGES TO LEASE AGREEMENT NOTARY PUBLIC In and for the State or Washington, residing at Ken, t' My Appointment Expires: fe f It/ / UJZ,3 r 1 STATE OF W ASIIlNGTON ) v -) ss. COUNTY OF _.,__l'----1-1\ ~'---'-4----). This record was acknowledged before me on _()_G__,__/_o_'f~----'' 2021 by M i q v..e, { ~o1 vc. 1 as He.aJ C) f dp--er-vt°t{CIN' ;J l ( type of authority, such a s officer or trustee) of Day l Academies. (Si ature o Notary) j es_})~ ·,fl.v (Print or stamp name o f Notary) / NoJ0r;t /)vb/{~ (Title of office) C) sf I 1-1-7 ~, My commission expires: (_{,/ 2.s I I / \ JAMES D BROWN NOTARY PUBLIC #71555 STATE or:' "S~INGTON COMMISSION EXPIRES MAY 19, 2023 SIGNATURE AND NOTARY PAGES TO LEASE AGREEMENT EXHIBIT A Outline oftbe Premises (including outdoor areas) -------Building Outline Outdoor Garden Outline EXBIBITB Legal Description RENTONIIlGHLANDS#2CORRECTPLATLESSNLY60FT Plat Block: 5 Plat Lot: B EXHIBITC Tenant's Work ( ~J~-...- ® /AL~ff2:~ALL\.IGWf ® Mil.TI PIJRP0SE 1,91051' Q STAf'F LOUNGE ~ 30051' -v mlCI: ~ 163Sf-s V!JIIPTI.OC41'101f =-J OI'~ ~Toit,.m> MOVUCU!STOU ~AT ~-~ -CWSROml 6'90Sf ~ ... U\A.......,_ ll00U n .,,,,--IIPIOV!m~,OUITAII.ADO lllr' IIOTT\.fnL!IIANOIAA.~:Jlljl( -IAn«OOU~.l«W COUIITVffllOG.-fl.COil 111,Mf AU,"~ ..,en.NG OtUJRBr9 TtT 1479' l!)TWOOWlfTO rw.now~ NJllmA&LIDl:ITIIIOWA'l'P~ t-•:i&t =.J;~~~:r i i "-. ADUl.TTLT , , f45Sf I I -IIOP-ATPl:ITNCl,NJ«f i ~· -~/I/PffflO& •-•-, l!l.KTIIICALl'OIIIITACK . ~ STORAGE 14SSf Al. ~A !Y AU. Gl:NOfllW RUTR I HOT ACC!PTED !IT &NJ Al!YRNATe .. V '!fi?RO a '"'9SM I _,-ALLWALI.G 2.-UNO'.aAI~ :,.. -LIGHT~ '--T1'EATV~ !IJTJ?Cll PS:l5G ,m 1 IIANGeN#OMOOO i.- 1 RUIIIGOIA!OII • >COIPDICff:,1111( 5.,000P!Q!P:aN< • tWID- '· Wlll00W Tlll!ATVPml e-~CONTI101.0~ -·-· OQIOl!)~:PHIC • TaLET 629' '.IMTOAI IT0RMiE 61151' N!W~IY!JIT9IO& ~l'Oll5TACK W~MO~:,Nt• COOIIDWITMDliffllfG~TOII ,._ __ 08ICII.Ot (!) 00011 AHO PROV'C!li!WOOOR EXHIBITD Outline of Parking Stalls :F.YRTRITE Shared Services Grass Mowing/Yard Maintenance. Landlord will perfonn regular grass mowing and yard maintenance on the Property as part of its regular maintenance program for the Property. Landscaping/Irrigation. Landlord will maintain landscaping and irrigation on the Property in a manner that is safe for young children. Garden space provided to Tenant, if any, will be maintained by Landlord consistent with the health and safety regulations for early learning gardens, as set forth in WAC 110- 300-0148. Plowing/Shoveling. Landlord will provide snow removal services to the parking lot, sidewalk, and walkways on the Property. Snow removal will take place prior to school hours to ensure routes of passage are clear and safe for staff, student, and visitor arrival. Custodial and Services. The Common Areas of the Property will be cleaned by Landlord's custodial staff as part of its regular custodial program for the Property. Landlord will also provide all restroom supplies, including toilet paper, paper towels, trash bags, and toilet seat covers. Landlord acknowledges and agrees that all custodial services, will comply with the cleaning and sanitation legal requirements for early childhood education, as set forth in WAC l 10-300-0240 et seq. Pest Control. Landlord will provide pest control inspection services to the Premises monthly, adhering to health and safety requirements in the early learning regulations, as set forth in WAC l 10-300-0255. Following a pest control inspection, Landlord will forward the inspection report to Tenant If pesticides are needed at any time for the Premises, Landlord will provide Tenant with no less than 72 hours notification prior to application. Waste Removal. Landlord shall also provide Tenant with access to the Property's waste removal services. Landlord acknowledges-and agrees that all cleaning/sanitization supplies and materials, custodial services, and waste removal services provided to Tenant will comply with the cleaning and sanitation legal requirements for early childhood education, as set forth in WAC 110-300-0240 et seq. Tenant agrees to reimburse Landlord based on actual labor and supply costs incurred for the waste removal services. Fire Monitoring System. Landlord will inspect, monitor, and maintain the fire monitoring system inside the Premises and Building and fire extinguishers on the Property, and Landlord will ensure they comply with all applicable law, including without limitation WAC 110-300-0170. Landlord will inform Tenant if they are broken, defective, or otherwise require service or repair. Landlord will add a Tenant representative on the fire monitoring call list for emergency notification purposes. Landlord will provide prior written notification to Tenant staff for any inspections related to the fire monitoring system that require access to the Premises. Maintenance Services of Premises. Landlord's staff will respond within 72 hours to non-urgent maintenance requests from Tenant's staff involving the Common Areas, including but not limited to, changing heating and ventilation filters, hanging/mounting items, and changing lightbulbs. Landlord's staff will respond as soon as possible, and always within 24 hours, to urgent maintenance requests from Tenant's staff involving Common Areas and the Premises including, but not limited to, plumbing emergencies and broken windows. Tenant will reimburse Landlord for reasonable and pre-approved expenses for services to the Premises. Landlord should maintain receipts and supporting documentation of all reasonable expenses related to the Premises.