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HomeMy WebLinkAboutLease . LAG-13-003 Community Services Department-Facilities TIFFANY PARK RECREATION BUILDING AGREEMENT go/ THIS AGREEMENT ("Agreement") is made as of this_22 day of August, 2013 (the "Effective Date") by and between the City of Renton ("Renton"), a noncharter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington, and Renton Youth Advocacy Center, referred to as "Lessee", for the purpose of Lessee operating an after school youth drop-in center for middle and high school students at the Tiffany Park Recreation Building. Renton and Lessee are at times collectively referred to as "Parties" and for the full mutual consideration detailed below, the Parties agree: A. DEFINTIONS: 1. "Day" or "Days" shall mean calendar day or days unless otherwise specified. 2. "Laws" shall mean all applicable federal, state or municipal statutes, ordinances, guidelines, directives, policies, regulations, rules, and code requirements. 3. "Net" shall mean the value preceding or accruing from the sale of goods, food, services and business transactions of every kind occurring on the Premises without any deductions for cost of products sold, material used, labor or other expenses whatsoever paid or accrued. It excludes monies collected for Washington state sales taxes from the purchaser of food, goods, and services. 4. "Premises" shall mean the real property, including any structures or appurtenances owned, leased and/or controlled by the City of Renton known as the Tiffany Park Recreation Building at 1902 Lake Young Way SE. 5. "Term" shall mean the period of time the Lessee is authorized to utilize the Premises as detailed in Section C. B. GRANT OF LEASE: PREMISES 1. Renton grants to Lessee, for and upon the conditions and provisions provided in this Agreement, the exclusive Lease, right and privilege to occupy and use the Tiffany Park Recreation Building, as depicted on Exhibit A, which is attached and fully incorporated into this Agreement by reference. 2. The specified Premises shall include and be limited to: a. The Tiffany Park Recreation Building which is built on-slab and defined by its perimeter walls, for a total of enclosed floor area of 1,763 square feet. b. Parking is available in an adjacent public lot on a first-come, first-served basis. 3. All of which facilities and/or grounds shall be referred to as "Premises." 4. Lessee shall not use the Premises for any other purpose without the prior written consent of Renton, which may be withheld for any reason. 5. Lessee 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 Lessee accepts all related liabilities and risks related to use of the Premises. 6. Lessee shall not use the Premises or the adjacent parking lot in any way that interferes with Renton's use of the property to city purposes. Similarly, other than for the use provided for in this Agreement, Renton shall not unreasonably use, or permit its agents, employees, representatives, tenants, or volunteers use any portion of the Premises in any way that materially interferes with Lessee's operations that are authorized by this Agreement. C. TERM This Agreement shall exist for a period of one (1) year from the Effective Date ("Initial Term"), and with both Parties' written approval this Agreement may be extended for up to four (4) additional one-year (1) periods ("Extension" or Extension Term"). This Term shall be automatically extended unless either party provides written notice to the other at least three (3) months prior to the expiration of either the Initial Term or any expiration of any Extension. The Initial Term and any Extension or Extension Term may be referred to collectively as "Term." D. CONSIDERATION 1. The Parties mutually and voluntarily agree that the Lease rights and privileges for the term specified in Section C are given in exchange for Lessee's agreement to the following: a. Lessee will provide certain services to the public consistent with this Agreement. b. Lessee's payment to Renton will be Six Hundred Dollars ($600) per month plus excise tax. The excise tax will be exempted so long as the Lessee has a non-profit excise tax exemption certificate from the Department of Revenue in force. C. Renton's receipt or acceptance of any Payment, Rent or Consideration, with knowledge of Lessee's breach of this Agreement or Lessee'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. d. If after the end of the Initial Term or any Extension Term, Lessee continues to use the Premises without entering into a new lease with Renton, and/or Renton has not sent Lessee written notice to terminate or not renew the Agreement, Lessee shall owe Renton any Rent on a month-to-month basis on the same terms and conditions of this Agreement, and any new terms required by Renton, and pay monthly Rent in an amount equal to One Hundred Twenty Five Percent (125%) of the monthly Rent which was payable during the Term of this Agreement. E. PAYMENT 1. Lessee shall make payment to Renton for each calendar month of operation, said payment due and payable no later than the tenth (10th) day of the following month. All payments shall be paid or delivered to: Accounts Receivable 1055 S. Grady Way 5th Floor, 2 Renton, Washington 98057. 2. If any required payment is not paid by Lessee to Renton within ten (10) days after the date specified, a late charge often 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. F. OPERATION AND SERVICES 1. Facilities: Lessee agrees to and shall operate and manage the Premises in accordance with the following requirements: Renton Youth Advocacy Center: The center will operate as an after school drop in center for middle and high school aged youth, offering mentoring and tutoring. Volunteers will be cleared through Washington State Patrol's WATCH by RYAC personnel. Copies of those files will be available both electronically and hard copies kept on premises. Normal business hours will be Tuesday and Thursday from 3:30 to 6:30 to start and may expand to other weekdays as the need increases. Lessee's Staff: Designated contacts for facilities issues, financial issues, and operational issues are John Houston, Keith Fekete and George Houston. 2. Promotions/Advertising: All advertising shall require Renton's prior written approval. All promotions must be coordinated with Renton's Community Services Department 3. Signage: All graphics placed upon or affixed to any of the Premises shall be subject to Renton's prior written approval and shall not include product or commercial advertising. Lessee will follow all City sign codes, including A-frame signs. Lessee 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. G. CAPITAL IMPROVEMENTS/REMODELING There shall be no modifications to the building. H. UTILITIES Renton shall be responsible for utilities. Renton shall not be liable for any damages to any person, property, or monetary, nor shall Lessee be relieved from any of its obligations under this Agreement, as a direct or indirect result of temporary interruption in the electrical power provided to the Premises, unless Renton intent to cause such interruption caused the temporary interruption. I. CUSTODIAL MAINTENANCE OF PREMISES 1. Lessee shall be responsible to restock paper products in the public exterior-access restrooms from a supply which shall be provided by the City of Renton. Lessee shall also 3 I a. Keep the Premises and adjacent area in a very neat, clean, safe and sanitary condition; and b. Keep the glass of all windows and doors clean and presentable; C. Bag all rubbish and place it just inside the front door so that it can be removed by Renton custodial staff. 2. Renton may conduct periodic inspections of the buildings and grounds and shall notify Lessee in writing to make changes in maintenance methods or to make immediate repairs to areas affected by unacceptable maintenance methods. Lessee shall make changes or repairs as reasonably directed by the city staff. 3. Lessee must notify Renton and obtain Renton's written approval before installing any new equipment, fixtures, other improvements, or making any material changes in the equipment. J. EQUALITY OF TREATMENT Lessee 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. L. NON-DISCRIMINATION Lessee 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 Renton of Renton Fair Practices Policy as attached and fully incorporated by reference into this Agreement. Lessee shall comply with all provisions of the Americans with Disabilities Act. Lessee is solely responsible for any structural changes required by the Act. M. INSURANCE 1. Lessee's Insurance. Lessee shall secure and maintain the following insurance policies, and shall not cancel or suspend the insurance policies identified below, except after twenty (20) day's prior written notice by certified-mail to the City of Renton: a. 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. b. 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 Renton that are excluded in the commercial general liability insurance. C. Workers' Compensation: Workers' compensation coverage, as required by the 4 RCW 51, Industrial Insurance laws of the State of Washington. d. Renton as an Additional-Insured: It is agreed that on Lessee'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 Renton, and its elected officials, officers, agents, employees, representatives and volunteers. e. Verification of Coverage: Subject to Renton's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to Renton before executing the work of this Agreement. 2. Review of Policy: Upon request, the Lessee shall give Renton a full copy of the insurance policy for its records and for the Renton City Attorney's or Risk Manager's review. The policy limits may be reviewed and the value reassessed annually. 3. Termination: Notwithstanding any other provision of this Agreement, the failure of the Lessee 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. N. INDEMNIFICATION/HOLD HARMLESS Lessee agrees and covenants to hold and save Renton, its elected officials, officers, agents, representatives, employees and volunteers harmless and to promptly indemnify same from and against any and all claims, actions, damages, illegal conduct/violations of Laws, liability of every type and nature including all costs and legal expenses incurred by reason of any work arising under or in connection with this Agreement or work related to the Agreement, including loss of life, personal injury and/or damage to property arising from or out of any occurrence, omission or activity upon, on or about the premises worked upon or in any way relating to this Agreement. This hold harmless and indemnification provision shall likewise apply for or on account of any patented or unpatented invention, process, article or appliance manufactured for use in the performance of the Agreement, including its use by Renton, unless otherwise specifically provided for in this Agreement. The Lessee agrees to name Renton as an Additional-Insured on a noncontributory primary basis. In the event Renton shall, without fault on its part, be made a party to any litigation commenced by or against Lessee, then Lessee shall proceed and hold Renton harmless and he shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Renton in connection with such litigation. Furthermore, Lessee agrees to pay all costs, expenses and reasonable attorneys' fees that Renton may incur or pay in the enforcement of any of the covenants, provisions and agreements. Nothing in this Agreement shall require the Lessee to indemnify Renton against and hold harmless Renton, from claims, demands or suits based solely upon the conduct of Renton, its elected officials, officers, and employees and provided further that if claims or suits are caused by or result from the concurrent negligence of (a) the Lessee's agents or employees and (b) Renton, its elected officials, officers, and employees, and involves those actions covered by RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to 5 I construction, alteration, improvement, etc., of structure or improvement attached to real estate or relative to a motor carrier transportation contract), this indemnity provision with respect to claims or suits based upon such concurrent negligence shall be valid and enforceable only to the extent of the Lessee's negligence or the negligence of the Lessee's agents or employees. 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 or relative to a motor carrier transportation contract) 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 the Lessee and Renton, its elected officials, officers, employees, agents, representatives and volunteers, the Lessee's liability under this Agreement shall be only to the extent of the Lessee's negligence. It is further specifically and expressly understood that the indemnification provided herein constitute the Lessee's waiver of immunity under RCW 51, the Industrial Insurance Act, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. P. COMPLIANCE WITH LAWS Lessee shall comply with all applicable Laws, as previously defined in Section A.1. Lessee shall not use the Premises to any illegal purpose or to violate any Law; Lessee shall not create or allow any nuisance or hazardous materials on the Premises; Lessee shall not permit or do any act on the Premises that would increase the rate of insurance on or for the Premises; and Lessee shall not damage or overload the structural components of any structure, fixture, or part the Premises. The provisions of this section shall survive the expiration or termination of this Agreement. R. 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 annual payment payable under Section D shall be reduced by the ratio that the area rendered unusable by such extraordinary casualty and not reconstructed or repaired bears to the total area of the Premises. S. SURRENDER OF PREMISES AND REMOVAL OF LESSEE'S PROPERTY 1. Upon termination or expiration of this Agreement, Lessee shall surrender the Premises to Renton and promptly surrender and deliver to Renton all keys, passwords or 6 passcodes that it may have to all parts of the Premises. 2. The Premises shall be surrendered to Renton in as good a 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 of Renton, and property damage by fire and other perils insured in contracts or policies of all risk insurance. 3. Prior to the expiration of this Agreement, Lessee 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 Lessee. 4. If after termination or expiration of this Agreement, Lessee has not removed its property and fixtures within the time allowed, Renton may, but need not, remove said personal property and hold it for the owners, or place the same in storage, all at the expense and risk of the owners, and Lessee shall reimburse Renton for any expense incurred by Renton in connection with such removal and storage. Renton shall have the right to sell such stored property, without notice to Lessee, 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 Lessee to Renton, and the balance, if any and if requested, shall be given to Lessee. T. TERMINATION 1. Waiver or acceptance by Renton of any default by Lessee of the terms of this Agreement shall not constitute or be deemed as a release of Lessee's responsibility for any prior or subsequent default. 2. Renton shall have the right to terminate this Agreement immediately, after five (5) days written notice, if a receiver is appointed to take possession of Lessee's assets, Lessee makes a general assignment for the benefit of creditors, or Lessee becomes insolvent or takes action under the Bankruptcy Act. 3. Renton shall have the right to terminate this Agreement, upon thirty (30) days written notice to Lessee, without penalty or further liability to Renton, upon the occurrence of any of the following events: i. Renton reasonably determines that Lessee's exercise of its rights under this Agreement unreasonably interfere with Renton's use of the Premises and/or the structures on the Premises for the lawful municipal purposes for which Renton owns and administers such structures/site. ii. Renton reasonably determines that Lessee's exercise of its rights under this Agreement unreasonably interferes with the use of the Premises or structures thereon by a governmental agency with which Renton has an agreement to provide services to Renton. iii. Lessee breaches any material term or covenant of this Agreement. iv. The Premises is destroyed or damaged so as to substantially and adversely affect the effective use by Lessee for Lessee's equipment, subject to the Lessee's 7 • determination (within ten 10 days) of whether the equipment can be restored or rebuilt. Lessee shall have the option of installing a temporary facility while Lessee makes that determination. Such facility shall be subject to prior review by Renton and shall conform to all Laws by any regulatory agency or governmental entity with jurisdiction in the matter. Payment of the monthly rent shall continue throughout the evaluation and temporary installation period. 4. Lessee may terminate this Agreement without penalty of further liability as follows: i. The approval or consent of any governmental authority necessary for the construction and/or operation Lessee's business is withheld, revoked or terminated, or Lessee determines, in its sole discretion, that the cost of obtaining or retaining such approval is cost prohibitive; or I ii. Renton breaches any material term or provision of this Agreement. 5. Upon termination under this section, neither party will owe the other any further obligation provided that Lessee is not in arrears in making its monthly Rent payments provided however that Lessee shall remove its equipment and restore the site. U. ENTRY Renton's representative(s) may enter the Premises during normal operating hours for the purpose of inspecting or repairing the same except in the case of emergency, but this right shall impose no obligation upon Renton to make inspections to ascertain the condition of the Premises in addition to Renton's responsibility to conduct annual inspections and shall impose no liability or responsibility other than to inform Lessee of any defect. V. LIENS AND ENCUMBRANCES Lessee shall not have or allow any liens or encumbrances on the Premises. At Renton's request, Lessee shall furnish Renton written proof of payment of any item which would or might constitute the basis for such a lien on the Premises if not paid. W. ACCESS TO BOOKS AND RECORDS; CASH REGISTERS (If a retail operation) Renton, during business hours, shall have the right to examine and inspect the books and records of Lessee related to or connected with the business conducted upon the Premises to determine compliance with this Agreement's provisions. Lessee shall record all sales in a type of cash register that contains a tape or device that records and identifies the date,type of sale, and the amount of each transaction; that is equipped with a cumulative, non- alterable accounting control mechanism; and that is subject to approval by Renton's Finance Department. Lessee shall also submit quarterly operating reports, which will detail sales, cost of sales, wages/benefits, operating expenses, administrative expenses, internal corporate payments, and depreciation/amortization. 8 201' For=o Lease X. AMENDMENTS Except as is specifically provided for in this Agreement, this Lease shall not be amended or changed except by written instrument signed by both Parties. Y. ASSIGNMENT OF AGREEMENT Lessee 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 Renton'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. Lessee 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. Z. EXECUTED IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. AA. GOVERNED BY LAWS OF STATE OF WASHINGTON; INVALIDITY OF PROVISIONS This Agreement shall be governed by the laws of the State of Washington. If any term or provision of this Agreement or application of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall remain valid and enforced to the fullest extent permitted by law. BB. DEFAULT OF FAILURE OF CONSIDERATION Renton may terminate this Agreement and take immediate possession of the Premises in the event that Lessee failed to perform any of the covenants or conditions of this Agreement and such default or deficiency in performance was not remedied by Lessee within thirty (30) days after receiving written notice stating the nature of the default or deficiency and Renton's intention to terminate if not corrected. CC. MODIFICATION The Parties reserve the right to amend this Agreement as may be mutually agreed. No amendment shall be effective unless signed by each party's authorized representatives. DD. NON-APPLICABILITY OF RELOCATION BENEFITS Lessee accepts and agrees that the signing of this Agreement does not entitle Lessee to assistance under RCW 8.26, Relocation Assistance— Real Property Acquisition Policy. EE. NOTICES Except as otherwise designated in this Lease, all notices hereunder must be in writing and shall be deemed valid given if sent by certified mail, return receipt requested, or overnight delivery, addressed as follows or as otherwise specified by the City during the duration of this Lease: 9 City: Mr. Peter Renner City of Renton Community Services Facilities Director 1055 South Grady Way Renton, Washington 98055 Lessee: Mr.John Houston Director Renton Youth Advocacy Center 339 Burnett Avenue South #311 Renton, WA 98057 925-698-9002 FF. VENUE Lessee agrees that the venue of any action or suit concerning this Agreement shall be in the King County Superior Court. GG. MEMORANDUM OF LEASE AGREEMENT The Parties shall 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 Lessee may, at its expense, file in King County, Washington. IN WITNESS WHEREOF, the Parties agree that this Agreement shall become bind as of the Effective Date noted above. . LESSEE: resid Cfitl.�,�os� Sea etary- reasurer 10 STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this 184''` day of Su%! , 2013 before me personally appeared to me known to be the 'Re_n+oA Yao-,k Adyocaa4 c.�„-kv , corporation that executed the foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes mentioned in the Agreement. WITNESS my hand and official seal the day and year in this certificate first above written. Not ry Public in and for the State of KENORA SMIT1 Washington, residing at C }nn STATE OF WASMINGT9N NOTARY PUBIIOA MY COMMISSION EXPIRES' THE CITY OF RENTON 02-2047. Denis Law, Mayor Attest: , Bonnie Walton Renton City Clerk STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this 6t Q —day A , 2013 before me personally appeared p„�,» lrE City of Renton, who executed the foregoing instrument for the uses and purposes mentioned, and on oath stated that he was authorized to execute said instrument. J\TNE S my an official seal the day an ye n fas certificate first above written. o ••` O w Notary Publ c in an fort to of , o O VARY��,., Washington, residing at N , i& Exhibit A .................... KEY NOTES Tiffany Park �—'CiteofRcnton rl ;U ----- ----------------7--- - ----- -------j @06,06? CE, d 51 - --------- ...... . v ...... -Z �gvf I ------------ SHEET NOTES I— . ........... a 07.1 S U;W� Mechanical Room Excluded —No Access M Tr7-7 A02.01 ............ .........