HomeMy WebLinkAboutLease LAG-19-006
Lease Agreement
City of Renton and the Renton Regional Community Foundation
at Liberty Park Community Building
THIS LEASE AGREEMENT("Agreement") is made and entered into this July 1, 2019 (the "Effective
Date"), by and between the City of Renton ("City"), a Washington municipal corporation, and
Renton Regional Community Foundation ("RCF") a Washington nonprofit corporation, for the
purpose of general business and administrative office for RCF. City and RCF are collectively
referred to as "Parties."
WHEREAS, the City has formerly leased space to RCF in the Liberty Park Building; and
WHEREAS, the City and RCF desire to continue their relationship and to enter into a new
agreement; and
In consideration of the above WHEREAS provisions, covenants and agreements set forth in this
Agreement, the Parties agree as follows:
1. LEASE PREMISES
A. The City does hereby lease to RCF Suite 100 of that certain real property located
at 1101 Bronson Way N, Renton,WA 98057,commonly known as the"Liberty Park
Building" (referred to herein as the "Premises").
B. Parking is available in an adjacent public lot on a first-come,first-served basis.
C. RCF shall not use the Premises for any other purpose without the prior written
consent of the City, which may be withheld for any reason.
D. RCF has either examined the Premises or has waived examining the Premises and
accepts the Premises as is, in its present condition as part of the consideration of
this Agreement, and RCF accepts all related liabilities and risks related to use of
the Premises.
E. Signage and Graphics:
RCF may provide signage at its own expense. All graphics placed upon or affixed to
any of the Premises shall be subject to City's prior written approval and shall not
include product or commercial advertising. The design, size, and location must be
preapproved in writing by the City. RCF will follow all City sign codes, including for
A-frame signs. RCF shall submit detailed plans and secure any needed permits/
approvals for all exterior and interior signs. In all cases, signage shall be consistent
in size, color, lettering, and theme to regular park signage and specifications.
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F. RCF can make no building changes or alterations without the advance written
approval of the City, and all such changes and alterations shall be entirely paid for
by the RCF.
2. TERM AND TERMINATION
A. Term:
This Agreement shall be for an initial term of one (1) year from the beginning on
July 1st, 2019, unless otherwise terminated pursuant to the termination section of
this Agreement ("Initial Term"). After the initial one (1) year term of this
Agreement, it shall be automatically renewed once for an additional one (1) year
period of time ("Extension Term"), unless notice of termination is given by the City
or the RCF.
B. Termination:
Either Party may terminate this Agreement with 90 days' written notice at any
time, for any reason to the other Party.
Either Party may terminate this Agreement with 30 days' written notice to the
other Party prior to the termination date of the Agreement.
3. NOTICE
Except as otherwise designated in this Agreement, all notices must be in writing and shall
be deemed valid given if set by certified mail, return-receipt requested, or overnight
delivery, addressed as follows or as otherwise specified by the City during the duration of
this Agreement:
City of Renton
Community Services Facilities Division
1055 South Grady Way
Renton, Washington 98057
Attn: Facilities Director
Renton Regional Community Foundation (RCF)
1101 Bronson Way
N/PO Box 820
Renton, WA 98057
425-282-5199
•
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4. CONSIDERATION AND PAYMENT
A. Monthly Lease Payment:
1. RCF agrees to pay unto the City as rental for the Premises, seven hundred
dollars ($700) ($1.37/square foot for 512 sq ft) per month —this is the fair
market value, (**plus leasehold excise tax if applicable, in the amount of
xxx ($##)), for a total monthly payment of SEVEN HUNDRED DOLLARS
($700) (hereinafter "Payment").
2. RCF may obtain, on an annual basis, a non-profit leasehold excise tax
exemption certificate from the Department of Revenue, and as long as this
certification is provided to the City and in force, RCF will be exempted from
paying leasehold excise tax portion of the Payment. **Historically RCF has
submitted documentation of non-profit leasehold excise tax exemption.
3. The monthly lease payment for any Extension Term shall be an amount
equal to the prior Term Payment plus fifty dollars ($50), **plus leasehold
excise tax if applicable ("Extension Term Payment").
4. If after the end of the initial Term or any Extension Term, RCF continues to
use the Premises without entering into a new lease with the City, and/or
City has not sent RCF written notice to terminate or not renew the
Agreement, RCF shall owe City a monthly lease payment on a month-to-
month basis on the same terms and conditions of this Agreement, and any
new terms required by the City. The monthly lease payment shall be an
amount equal to one hundred twenty-five percent (125%) of the current
Payment or Extension Term Payment which was payable during the Term
or Extension Term of this Agreement plus leasehold excise tax on the then
current market value ("Month-to-Month Payment").
B. Due Date:
Payment is due on the first day of each and every calendar month during the
duration of this Agreement.
C. All payments shall be paid or delivered to:
RE: LAG
Accounts Receivable
1055 S. Grady Way 5th Floor
Renton, Washington 98057.
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D. Late Payment:
If any required Payment (including any Extension Term Payment and Month-to-
Month Payment) is not paid by RCF to City within ten (10) days after the date
specified, a late charge of ten percent (10%) of the Payment due and unpaid shall
be added to the Payment as a penalty and the total sum shall become immediately
due and payable. Any amount remaining unpaid by the first day of the month
following the due date for payment(i.e., approximately twenty(20)days late)shall
bear interest at one percent (1%) each month.
E. City's receipt or acceptance of any Payment, Extension Term Payment, or Month-
to-Month Payment, with knowledge of RCF's breach of this Agreement or RCF's
default that is related to this Agreement or impacts this Agreement, shall not
constitute or be deemed a waiver of any provision of this Agreement.
F. Utilities, Services and Janitorial:
1. Utilities and Services:
This Lease is what is commonly called a "full service lease", it being
understood that the City shall receive the monthly lease Payment set forth
above free and clear of any and all impositions, taxes, real estate taxes,
liens, charges or expenses of any nature whatsoever in connection with the
ownership and operation of the Premises. The following services will be
provided by the City:
a. Routine maintenance;
b. Utilities: water, sewer, and electricity; and
c. HVAC.
RCF is at all times subject to reasonable care and shall use due diligence to
avoid excessive use and costs of the utilities and services provided by the
City.
RCF shall not use supplemental heating or cooling devices or alter the
temperature set points made by the City in conformance with the State
Energy Code.
In addition to other provisions related to liability in this Agreement,the City
shall not be liable for any damages to any person or property, or for
monetary loss, nor shall RCF be relieved from any of its obligations under
this Agreement, as a direct or indirect result of temporary interruption in
electricity, any other utilities, or any of the services provided to the
Premises.
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2. Janitorial Services:
The City will provide janitorial services to portions of the facility used by
RCF. RCF shall keep the Premises clean and free of litter and debris.
5. RIGHT OF ENTRY
The City's representative(s) may enter the Premises during normal operating hours for the
purpose of inspecting or repairing the same. In the case of emergency,the City may enter,
inspect and repair as needed at any time. This right shall impose no obligation upon City
to make inspections to ascertain the condition of the Premises in addition to City's
responsibility to conduct annual inspections and shall impose no liability or responsibility
other than to inform RCF of any defect.
6. EQUALITY OF TREATMENT
RCF shall conduct its business in a manner that ensures fair, equal and non-discriminatory
treatment at all times in all respects to all persons without regard to race, color, religion,
sex, sexual orientation, marital status, age or national origin. No person shall be refused
service, be, shown discriminatory treatment, or be denied any privilege, use of facilities,
or participation in activities on the Premises based on: race, color, religion, sex, sexual
orientation, marital status, age, or national origin. Failure to comply with any of the terms
of this provision shall be a material breach of this Agreement.
7. NON-DISCRIMINATION
RCF shall comply with all applicable laws regarding non-discrimination in employment,the
provision of services to the public in a non-discriminatory manner, and affirmative action,
including but not limited to the provisions of City of Renton Fair Practices Policy as
attached and fully incorporated by reference into this Agreement. RCF shall comply with
all provisions of the Americans with Disabilities Act.
8. INSURANCE
A. RCF's Insurance:
RCF shall secure and maintain the following insurance policies, and shall not
cancel or suspend the insurance policies identified below:
1. Commercial General Liability Insurance: Commercial general liability
insurance in the minimum 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 City that are excluded in the
commercial general liability insurance.
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3. Workers' Compensation: Workers' compensation coverage, as required by
the RCW 51, Industrial Insurance laws of the State of Washington.
4. Personal Property: RCF, at its expense, shall maintain in force during the
Term a policy of special form - causes of loss or all-risk property insurance
on all of RCF's alterations, improvements, trade fixtures, furniture and
other personal property in, on or about the Premises, in an amount equal
to at least their full replacement cost. Any proceeds of any such policy
available to RCF shall be used by RCF for the restoration of RCF's
alterations, improvements and trade fixtures and the replacement of RCF's
furniture and other personal property. Any portion of such proceeds not
used for such restoration shall belong to RCF.
5. City as an Additional Insured: It is agreed that on RCF's commercial general
liability policy,the City of Renton will be named as an Additional Insured on
a primary and non-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 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 RCF 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 annually.
C. Termination: Notwithstanding any other provision of this Agreement, the failure
of the RCF to comply with the above provisions of this section shall subject this
Agreement to immediate termination without notice to any person in order to
protect the public interest.
D. The certificate holder should read:
City of Renton
ATTN:Jeff Minisci, Facilities Director,
Community Services
1055 South Grady Way
Renton, WA 98057
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Direct any questions, comments, or concerns to:
Kelsey R. Ternes,
Risk Manager, City of Renton
kternes@rentonwa.gov
Tel: 425-430-7669
Fax: 425-430-7665
9. INDEMNIFICATION/ HOLD HARMLESS
The RCF agrees to release, indemnify, defend, and hold harmless the City, its elected
officials, employees, officers, representatives, and volunteers from any and all claims,
demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties,
expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and
all persons or entities, arising from, resulting from, or related to the negligent acts, errors
or omissions of RCF in its performance of this Agreement or a breach of this Agreement
by RCF, except for that portion of the claims caused by the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate...) then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of RCF and
the City, its officers, officials, employees and volunteers, RCF's liability shall be only to the
extent of RCF's negligence.
It is further specifically and expressly understood that the indemnification provided in this
Agreement constitutes RCF's waiver of immunity under the Industrial Insurance Act, RCW
Title 51, solely for the purposes of this indemnification. The Parties have mutually
negotiated and agreed to this waiver.
The provisions of this section shall survive the expiration or termination of this Agreement.
10. GOVERNING LAW/COMPLIANCE WITH LAWS/SEVERABILITY/JURISDICTION AND
VENUE/WAIVER
A. RCF shall comply with all applicable laws. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the State of
Washington.
B. RCF shall not use the Premises for any illegal purpose or to violate any law. RCF
shall not create or allow any nuisance or hazardous materials on the Premises. RCF
shall not permit or do any act on the Premises that would increase the rate of
Lease Agreement Renton Community Foundation Page 7 of 12
insurance on or for the Premises. RCF shall not damage or overload the structural
components of any structure, fixture, or part the Premises.
C. Severability: Should any of the provisions of this Agreement be found to be invalid,
illegal or unenforceable by any court of 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.
D. 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.
E. Waiver: No waiver of any right under this Agreement shall be effective unless
contained in a writing signed by a duly authorized officer or representative of the
Party sought to be charged with the waiver and no waiver of any right arising from
any breach or failure to perform shall be deemed to be a waiver of any future right
or of any other right arising under this Agreement.
F. The provisions of this section shall survive the expiration or termination of this
Agreement.
11. UNUSABILITY
Either Party may terminate this Agreement in the event that all or a substantial portion of
the Premises is rendered unusable by an Act of God, fire,flood, earthquake, act of war or
other extraordinary casualty destroying or damaging the Premises by notice given the
other Party within thirty(30)days after such conditions are discovered. Neither Party shall
be required to restore or reconstruct the Premises. During any period of Premises use
subsequent to said thirty(30) days,the monthly Payment payable may be reduced by the
ratio of the area rendered unusable by such extraordinary casualty and not reconstructed
or repaired bears to the total area of the Premises.
12. SURRENDER OF PREMISES AND REMOVAL OF RCF' S PROPERTY
A. Upon termination or expiration of this Agreement, RCF shall surrender the
Premises to City and promptly surrender and deliver to City all keys, passwords or
passcodes that it may have to all parts of the Premises.
B. The Premises shall be surrendered to City in as good of condition as at the date of
execution of this Agreement, except for the effects of reasonable wear and tear,
alterations, and repairs made with concurrence and written permission of the City,
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and property damage by fire and other perils insured in contracts or policies of all
risk insurance.
C. Prior to the expiration of this Agreement, RCF shall remove from the Premises, at
its sole expense, all fixtures, equipment, furnishings, and other personal property
owned and placed in or on the Premises by RCF.
D. If after termination or expiration of this Agreement, RCF has not removed its
property and fixtures within the time allowed,City may, but need not, remove said
personal property and hold it for the RCF, or place the same in storage, all at the
expense and risk of the RCF, and RCF shall reimburse City for any expense incurred
by the City in connection with such removal and storage. City shall have the right
to sell such stored property, without notice to RCF, after it has been stored for a
period of thirty (30) days or more; the proceeds of such sale to be applied first to
the cost of sale, second to the payment of charges for storage, and third to the
payment of any other amounts which may then be due from RCF to the City; and
the balance, if any and if requested, shall be given to RCF.
13. LIENS AND ENCUMBRANCES
RCF shall not have or allow any liens or encumbrances on the Premises. At the City's
request, RCF shall furnish City written proof of payment of any item which would or might
constitute the basis for such a lien on the Premises if not paid.
14. AMENDMENTS
The Parties reserve the right to amend this Agreement as may be mutually agreed. This
Agreement shall not be amended or changed except by written instrument signed by both
Parties authorized representatives.
15. ASSIGNMENT OF AGREEMENT
RCF 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 the City'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. RCF shall not sub-lease or co-habitat businesses or other enterprises in or on
the Premises without prior written approval of the City of Renton.
16. NON-APPLICABILITY OF RELOCATION BENEFITS
RCF accepts and agrees that the signing of this Agreement does not entitle RCF to
assistance under RCW 8.26, Relocation Assistance - Real Property Acquisition Policy.
17. MEMORANDUM OF LEASE AGREEMENT
No Recordation Without Consent of the City: RCF shall not record this Agreement or any
memorandum of this Agreement without the City's prior written consent.
Lease Agreement Renton Community Foundation Page 9 of 12
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 RCF may, at its expense, file in King County,
Washington.
18. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement of the Parties as to the subject matter
hereof and supersedes all prior discussions and understandings between them.
IN WITNESS WHEREOF, the Parties agree that this Agreement shall become binding as of the
Effective Date noted above.
CI OF RENTO RENTON REGIONAL COMMUNITY FOUNDATION
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Denis Law, Mayor . By:
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Lease Agreement Renton Community Foundation Page 10 of 12
STATE OF WASHINGTON
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COUNTY OF K.i✓�q )
On this p1 I day of J ,20 1' , before me,the undersigned, a Notary Public in and for
the State of Washington, duly commissioned and sworn, personally appeared DENIS LAW to me known to
be the person(s) who signed as THE MAYOR 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.
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On this (ej day of , 20 1 c), before me,the undersigned,a Wary public in a d for
the State of Washi ton, duly ommissioned and sworn, personallyappeared 6
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to me known to be the e. c r-ec.{.--.7,(of Renton Regional Community Foundation,and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned,and on oath stated that s/he was authorized to execute said instrument on behalf of said corporation
IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written.
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Lease Agreement Renton Community Foundation Page 11 of 12
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Lease Agreement Renton Community Foundation Page 12 of 12