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Business Park Lease FINAL 080406

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Business Park Lease FINAL 080406 Powered By Docstoc
					 1                                                                                 COL Contract #1511
 2                                                                     Delegated Lease No. DEL 06-0026
 3
 4                                              LEASE
 5   THIS LEASE entered into this ____ day of ______________, 2006, by and between the CITY
 6   OF LYNNWOOD, WASHINGTON, a municipal corporation, hereinafter referred to as
 7   “Lessor,” and EDMONDS COMMUNITY COLLEGE, a Washington community college,
 8   hereinafter referred to as “Lessee.”

 9   WITNESSETH;

10   It is hereby mutually covenanted and agreed by and between the parties hereto as follows:

11   1.     In consideration of the payment, the rents, covenants and agreements hereinafter set forth
12          by the Lessee to be paid and performed, the Lessor hereby Leases and demises to the
13          Lessee and the Lessee hereby Leases from the Lessor the following:

14          (a)    the first floor of the Business Park Office Building A, 7010 196th Street S.W.

15          (b)    BAYS, 4B, 5A, 6, 7A, 7B, and 10B of the Golf Maintenance Building, 7014
16                 196th Street S.W.

17          (c)    Business Park Office Building B, 7016 196th Street S.W.

18          as legally described on Exhibit “A”, attached hereto and incorporated by this reference
19          (collectively, the “Premises”).

20   2.     Purposes. The Premises are to be used by the Lessee for the purpose of business and
21          operation offices as allowed by local and other codes and for no other purposes except
22          upon the written consent of the Lessor. The terms and conditions of this Lease apply to
23          each Leased space and building separately as if each was Leased under a separate Lease
24          agreement.

25   3.     Term. The term of this Lease shall be a period of five (5) years and shall commence on
26          the 1st day of July, 2006 and end on the 30th day of June, 2011 (the “Lease Term”);
27          provided, that the Lease Term shall not apply to Business Park Office Building B
28          (“Building B”), which building the Lessee intends to vacate by March 21, 2007 or
29          Building A, (“Building A”) which building the Lessee intends to vacate by September 30,
30          2006.

31           As it applies to Building B, the “Lease Term” shall mean the 1st day of July, 2006
32          through June 30, 2007. If, with the permission of the Lessor, Lessee continues to occupy
33          Building B beyond June 30, 2007, Lessee’s tenancy of Building B shall be deemed to be
34          month-to-month and shall continue to be governed by the terms and conditions set forth
35          in this Lease.




                                                                                         Page 1 of 12
 1        As it applies to Building A, the “Lease Term” shall mean the 1st day of July, 2006
 2        through September 30, 2006. If, with the permission of the Lessor, Lessee continues to
 3        occupy Building A beyond September 30, 2006, Lessee’s tenancy of Building A shall be
 4        deemed to be month-to-month and shall continue to be governed by the terms and
 5        conditions set forth in this Lease.

 6   4.   Rent. The base rental amount for each building for the year 2006 shall be as set forth
 7        below in subparagraph (a). The rent per square foot shall be increased at the rate three
 8        percent (3%) each year, or six percent (6%) for each two-year biennium of the Lease, as
 9        set forth more fully below in subparagraph (a). The monthly rent will be recomputed by
10        multiplying the new rent per square foot number times the number of square feet rented.

11        (a)    Base Rent.

12                     Business Park Office Building A (1,280 Square Feet)

13                                                           Rent per
14                                                           square foot    Monthly Rent

15

16        July 1, 2006 through September 30, 2006            $1.21          $1,548.80

17        The Lessee intends to vacate Building A by September 30, 2006. However, if
18        Lessee’s tenancy continues on a month-to-month basis after September 30, on
19        October 1, 2007 and each succeeding year, rent per square foot shall be increased
20        at a rate of 3% per annum.

21                       Golf Maintenance Building (10,764 Square Feet)

22                                                           Rent per
23                                                           square foot    Monthly Rent

24

25        July 1, 2006 though June 30, 2007                  $0.91          $ 9,795.24

26        July 1, 2007 through June 30, 2009                 $0.96          $10,333.44

27        July 1, 2009 through June 30, 2011                 $1.02          $10,979.28

28

29                     Business Park Office Building B (1,320 Square Feet)

30                                                           Rent per
31                                                           square foot    Monthly Rent

32        July 1, 2006 though June 30, 2007                  $1.08          $1,425.60


                                                                                      Page 2 of 12
 1   The Lessee intends to vacate Building B by June 30, 2007. However, if Lessee’s
 2   tenancy continues on a month-to-month basis after June 30, 2007, the monthly rent shall
 3   be as follows:

 4          July 1, 2007 through June 30, 2009                   $1.14          $1,504.80

 5          July 1, 2009 through June 30, 2011                   $1.20          $1,584.00

 6          (b)    In addition to the monthly rental specified in paragraph 4(a) above, Lessee
 7                 shall pay monthly to Lessor or Lessor's designee, in advance, on the first
 8                 day of each calendar month, the state and local leasehold excise tax
 9                 imposed by RCW 82.29A and LMC 3.08, as such laws may be
10                 subsequently amended, based upon the monthly rent paid. Said leasehold
11                 tax is currently equal to twelve point eighty-four percent (12.84%) of the
12                 taxable rent paid to Lessor. Lessee shall in addition pay to Lessor or
13                 Lessor's designee when due the leasehold excise tax in respect of any
14                 payment or obligation hereunder which is deemed to be taxable rent.

15          (c)    Said rent is due and payable monthly and is in arrears if not paid on or
16                 before the first day of each and every month. Rent for any fractional
17                 calendar month, at the beginning or end of the term, shall be the pro-rated
18                 portion of the rent. All rents shall be paid and delivered to Lessor at 19100
19                 44th Avenue W., Lynnwood, Washington, or payments shall be made at
20                 such other place as Lessor may designate in writing. Mail address: Attn:
21                 Treasurer, City of Lynnwood, P. 0. Box 5008, Lynnwood, WA 98046-
22                 5008.

23          (d)    Late Charge. In the event that any rental installment is not paid within ten
24                 (10) days of the due date there shall be a late charge of five percent (5%)
25                 which shall be due and payable with the rental payment.

26   5.     Repairs. Lessee will at all times keep the Premises neat, clean and in a sanitary
27          condition, and will replace any glass of all windows and doors as may become cracked or
28          broken, and except for reasonable wear and tear, will at all times preserve said Premises
29          in as good repair as they now are or may hereafter be put to. All repairs except structural
30          (roof, exterior walls and foundation) shall be at Lessee's sole cost and expense and Lessee
31          agrees that at the expiration or sooner termination of this Lease, Lessee will quit and
32          surrender the said Premises without notice, and in a neat and clean condition and in as
33          good condition as received by Lessee, ordinary wear and tear excepted, and will deliver
34          up all keys belonging to said Premises to the Lessor or Lessor's agents.

35   6.     Utilities. The Lessee hereby covenants and agrees to pay, when and as due, all charges
36          for heat, light, electricity, and for all other public utilities, which shall be used in or
37          charged against the Premises during the full term of this Lease. Any utilities which are
38          charged directly to the Premises shall be paid by the Lessee.

39   7.     Services.   Lessor shall maintain outside areas (parking, landscaping and perimeter
40          fencing).


                                                                                           Page 3 of 12
 1   8.    Insurance.

 2         (a)    It is recognized that the State of Washington, including all its agencies and
 3                departments (which includes the Lessee) is self-insured for all exposure to general
 4                liability and vehicle liability as provide in ch. 4.92 RCW and RCW 43.41.280
 5                through 43.41.350. Under theses provisions, the State of Washington is
 6                continuously self-insured up to a predetermined self-insurance retention level
 7                ($10 million) at which point excess insurance provides coverage. The self-
 8                insurance program is funded by a liability account established by RCW 4.92.130
 9                and financed by annual premiums assessed to state agencies, including the Lessee.
10
11         (b)    Lessee’s Assumption of Risk. All personal property kept by Lessee on or upon
12                the Premises shall be kept at Lessee’s sole risk. Lessee shall at all times during
13                the Lease Term maintain sufficient insurance coverage to cover damage, loss or
14                destruction to such personal property, in the full replacement value of such
15                personal property.

16   9.    Care of Premises. The Lessor shall not be called upon to make any improvements or
17         repair of any kind upon said Premises except as otherwise specified herein, and said
18         Premises shall at all times be kept and used by Lessee and in accordance with the law of
19         the State of Washington and regulations of Snohomish County and City of Lynnwood,
20         and in accordance with all directions, rules and regulations of the health officers, fire
21         marshal, building inspector or other proper officer or regulatory body, at the sole cost and
22         expense of said Lessee.

23         Lessee will permit no waste, damage, or injury to the Premises and, at Lessees' own cost
24         and expense, will keep all interior drainage pipes free and open and will protect interior
25         water, heating, and other pipes so that they will not freeze or become clogged, and will
26         repair all interior leaks or by reason of Lessee's failure to protect and keep free, open, and
27         unfrozen any of the interior pipes and plumbing on the said Premises. Lessee shall
28         promptly replace any broken glass. Lessee shall be liable for the removal of ice and snow
29         from the sidewalks adjacent to the Leased Premises.

30         Lessees will not hang material from roof trusses.

31   10.   Use. The Lessee shall conduct and carry on in said Premises, continuously during each
32         and every business day of the term hereof, the business for which said Premises are
33         leased, and shall not use the Premises for illegal purposes or purposes contrary to any
34         federal, state or local law. The Lessee agrees that no use or activity, or anything done in
35         or about the Premises which will increase the present rate of insurance required
36         hereunder, provided, however, if the Lessee shall engage in such business with the
37         consent of the Lessor, Lessee shall pay such increase.

38   11.   Liens and Insolvency. Lessee shall keep the leased Premises and the property in which
39         the leased Premises are situated free from any liens arising out of any work performed,
40         materials furnished, or obligations incurred by Lessees. In the event Lessee becomes
41         insolvent, voluntarily or involuntarily, bankrupt, or if a receiver, assignee, or other


                                                                                           Page 4 of 12
 1         liquidating officer is appointed for the business of Lessee, the Lessor may cancel this
 2         Lease at Lessor's option.

 3   12.   Advances by Lessor for Lessee. If Lessee shall fail to do anything required to be done
 4         by Lessee under the terms of this Lease, except to pay rent, Lessor may, at its sole option,
 5         do such act or thing on behalf of Lessee, and upon notification to Lessee of the cost
 6         thereof to the Lessor, Lessee shall promptly pay Lessor the amount of that cost, plus
 7         interest at the rate of eighteen percent (18%) per annum from the date that the cost was
 8         incurred by Lessor to the date of Lessee's payment.

 9   13.   Assignment or Subletting. This Lease and its terms are particular to the Lessee due to
10         the nature of the public entity, the relationship between the Lessee and Lessor, and the
11         unique service to the City of Lynnwood performed by the Lessee. Therefore, the parties
12         specifically agree in consideration of the above factors that the Lessee shall not let or
13         sublet or assign the whole or any portion of the leased Premises or property.

14   14.   Access. Lessee will allow Lessor or Lessor's agents free access at all reasonable times to
15         said Premises for the purpose of inspection or of making repairs, additions, or
16         alternations to the Premises or any property owned by or under the control of Lessor, but
17         this right shall not be construed as an agreement on the part of the Lessor to make any
18         repairs, all of such repairs to be made as otherwise provided herein. The Lessor shall
19         have the right to place and maintain "For Rent" signs in a conspicuous place on said
20         Premises for thirty (30) days prior to the expiration of this Lease.

21   15.   Locks. Upon approval of the Lessor, additional locks may be placed upon doors of the
22         Premises. Access to the Premises by the Lessor shall be provided for but only for
23         emergency purposes.

24   16.   Fixtures. The Lessee shall have the right during the term of this Lease, upon prior
25         written consent of the Lessor (which consent shall not be unreasonably withheld), to
26         make alterations, attach fixtures and erect additions, structures or signs, in or upon the
27         Premises. Performance of any of the rights authorized above shall be conducted in
28         compliance with all applicable governmental regulations, building codes, including
29         obtaining any necessary permits. Any fixtures, additions, or structures so placed in or
30         upon or attached to the Premises shall be and remain the property of the Lessee and may
31         be removed therefrom by the Lessee upon the termination of this Lease. Any damage
32         caused by the removal of any of the above items shall be repaired by the Lessee and the
33         Premises shall be restored to the condition in which it existed immediately prior to the
34         installation of such fixtures, additions or structures.

35   17.   Fire and Other Casualty. In the event that any of the buildings constituting the
36         Premises are destroyed or damaged by fire, earthquake or other casualty to such an extent
37         as to render the same untentantable in whole or in a substantial part thereof, it shall be the
38         option of the Lessor to rebuild and repair the same. After the happening of any such
39         casualty, the Lessee shall give Lessor or Lessor's agents immediate written notice thereof.
40         Lessor shall have not more than ninety (90) days after the date of such notification to
41         notify the Lessee in writing of Lessor's intentions to rebuild or repair the damaged or


                                                                                           Page 5 of 12
 1         destroyed building(s); Lessor shall prosecute the work of such rebuilding or repairing
 2         without unnecessary delay, and during such period the rent allocated to the damaged
 3         building(s) of the Premises shall be abated in the same ratio that the portion of the
 4         building(s) rendered for the time being unfit for occupancy shall bear to the whole of the
 5         building(s). If Lessor shall fail to give the notice required herein, Lessee shall have the
 6         right to declare this Lease terminated by written notice served upon Lessor or Lessor's
 7         agents prior to receiving such notice from Lessor. In the event this Lease shall be
 8         terminated in accordance with the provisions contained in this Lease, any deposits in the
 9         hands of the Lessor, shall be forthwith returned to the Lessee.

10   18.   Fees. Lessee shall be liable for, and shall pay throughout the term of this Lease, all
11         license and excise fees and occupation taxes covering the business conducted by it on the
12         Premises, and all taxes on the property of such Lessee on the Premises.

13   19.   Governmental Fees. All fees due a city or town; county or state on account of any
14         inspection made on the Premises by any officer thereof, shall be paid by Lessee.

15   20.   Sales and Business Taxes. The rent quoted is exclusive of any sales, franchise, business
16         or occupation, or other taxes based on rents, and should any such taxes apply, or be
17         enacted during the term of this Lease, they shall be paid by Lessee, but if not so paid by
18         Lessee within thirty (30) days of written notice by Lessor, Lessor shall have the option to
19         pay such taxes on behalf of Lessee and to collect the amount expended by Lessor on
20         behalf of Lessee hereunder as additional rent.

21   21.   Signs. All signs or symbols placed in the windows or doors of the Premises, or upon any
22         exterior part of the building, by Lessee, shall be subject to the prior approval of the
23         Lessor or Lessor's agents. Any signs so placed on the Premises shall be so placed upon
24         the understanding and agreement that Lessee will remove same at the termination of the
25         tenancy herein created and repair of any damage or injury to the Premises caused thereby,
26         and if not so removed by Lessee, then Lessor may have same so removed at Lessee's
27         expense. In the event Lessee shall place signs or symbols on the exterior of said building,
28         or in the windows or doors where they are visible from the street, that are not satisfactory
29         to Lessor or Lessor's agents, Lessor or Lessor's agents may immediately demand the
30         removal of such signs or symbols, and the refusal of Lessee to comply with such
31         demands within a period of twenty-four (24) hours will constitute a breach of this Lease,
32         and entitle Lessor to immediately recover possession of said Premises in the manner
33         provided by law.

34         The approval of Lessor or Lessor's agents to signs as referred to herein shall not be
35         arbitrarily or capriciously withheld by Lessor or Lessor's agents.22.

36         Default and Re-Entry. If any rents above reserved, or any part thereof, shall be and
37         remain unpaid when the same shall become due, or if Lessee shall violate or default in
38         any of the covenants and agreements herein contained, the Lessor may cancel this Lease
39         upon giving the notice required by law, and re-enter said Premises, but notwithstanding
40         such re-entry by the Lessor, the liability of the Lessee for the rent provided for herein
41         shall not be extinguished, and Lessee covenants and promises to make good to the Lessor


                                                                                          Page 6 of 12
 1         any deficiency arising from a re-entry and reletting of the Premises at a lesser rental than
 2         herein agreed to. The Lessee shall pay such deficiency each month as the amount thereof
 3         is ascertained by the Lessor.

 4   23.   Costs and Attorney's Fees. In the event a dispute arises between the parties concerning
 5         this Lease, the parties agree to first attempt to resolve the matter by arbitration conducted
 6         by a mutual agreeable arbitrator from the Seattle office of JAMS, under the
 7         administration of the American Arbitration Association in accordance with the rules of
 8         commercial arbitration. Each party shall bear its own arbitration costs.

 9         In the event the need for litigation arises in the administration of the terms of this Lease,
10         each party shall bear its own costs and attorney fees. The venue of any such litigation
11         shall be Snohomish County, Washington.

12   24.   Non-Waiver of Breach. The failure of the Lessor to insist upon strict performance of
13         any of the covenants and agreements of this Lease, or to exercise any option herein
14         conferred in any one or more instances, shall not be construed to be a waiver or
15         relinquishment of any such, or any other covenants or agreements, but the same shall be
16         and remain in full force and effect.

17   25.   Removal of Property. In the event of any entry in, or taking possession of the Premises
18         as aforesaid, the Lessor shall have the right but not the obligation, to remove from the
19         Premises all personal property located therein, and may store the same in any place
20         selected by Lessor, including but not limited to a public warehouse, at the expense and
21         risk of the owners thereof, with the right to sell such stored property without notice to
22         Lessee, after it has been stored for a period of thirty (30) days or more, the proceeds of
23         such sale to be applied first to the cost of such sale, second to the payment of the charges
24         for storage, if any, and third to the payment of any other sums of money which may then
25         be due from Lessee to Lessor under any of the terms hereof, the balance, if any, to be
26         paid to Lessee.

27   26.   Heirs and Successors. Subject to the provisions hereof pertaining to assignment and
28         subletting, the covenants and agreements of this Lease shall be binding upon the heirs,
29         legal representatives, successors, and assigns of any or all of the parties hereto.

30   27.   Floor Plan. The floor plan shall be attached hereto and marked Exhibit “B.”

31   28.   Expenses. During the term of this Lease, Lessor shall pay all real estate taxes, all
32         property assessments, and insurance. Lessee shall provide insurance for lessee’s
33         contents, property and operations.

34   29.   Future Facility Improvements. The Lessor acknowledges a desire of the Lessee to
35         make alterations to the building to facilitate improved use of the facility for activities as
36         permitted by code. The Lessor may elect to provide these facility improvements with
37         appropriate additional rental rates to recover such costs. However, the Lessor is not
38         obligated to such improvements.




                                                                                           Page 7 of 12
 1   30.   Prevailing Wage: Lessor agrees to pay the prevailing rate of wage to all workers,
 2         laborers, or mechanics employed in the performance of any part of this Lease when
 3         required by state law to do so, and to comply with the provisions of Chapter 39.12 RCW,
 4         as amended, and the rules and regulations of the Department of Labor and Industries.
 5         The rules and regulations of the Department of Labor and Industries and the schedule of
 6         prevailing wage rates for the locality or localities where this Lease will be performed as
 7         determined by the Industrial Statistician of the Department of Labor and Industries, are
 8         by reference made a part of this Lease as though fully set forth herein

 9   31.   Indemnification. Each party to this agreement shall be responsible for its own acts
10         and/or omissions and those of its officers, employees and agents. No party to this
11         agreement shall be responsible for the acts and/or omissions of entities or individuals not
12         a party to this agreement.

13   32.   Energy: Lessor agrees to comply with RCW 43.19.685 throughout the term of this lease.

14   33.   Holding Over. If Lessee remains in possession of the Premises after the expiration or
15         termination of the Lease term, or any extension thereof, such possession by Lessee shall
16         be deemed to be a month-to-month tenancy, terminable as provided by law. During such
17         month-to-month tenancy, Lessee shall pay all rent provided in this Lease or such other
18         rent as the parties mutually agree in writing and all provisions of this Lease shall apply to
19         the month-to-month tenancy/

20   34.   Termination. Either party may terminate this Lease after July 1, 2008, prior to the end
21         of the Lease period for any reason, and without cause, upon giving the other party written
22         notice of early termination at least one hundred eighty (180) days prior to the date of
23         termination. Additionally, this lease my be terminated by mutual agreement of both
24         parties, if the parties have separately agreed to exchange properties which include those
25         described in this lease. Written notice shall be given pursuant to the notice provisions of
26         Paragraph 33 of this Lease agreement.

27   35.   Notices. Wherever in this Lease written notices are to be given or made they will be
28         sent by certified mail to the address listed below unless a different address shall be
29         designated in writing and delivered to the other party.

30
31         LESSOR:                                               LESSEE:
32         City of Lynnwood, Washington                          Edmonds Community College
33         Attn: Parks, Recreation & Cultural Arts Director      Attn: Facilities, Operations and
34         P.O. Box 5008                                         Capital Projects Director
35         Lynnwood, WA 98046-5008                               20000 68th Avenue W
36                                                               Lynnwood, WA 98036
37

38




                                                                                           Page 8 of 12
 1   IN WITNESS WHEREOF, the parties hereto have executed this Lease, in triplicate, on the day
 2   and year above written.

 3   LESSOR:                                            LESSEE:

 4   CITY OF LYNNWOOD                                   EDMONDS COMMUNITY COLLEGE

 5

 6   By                                                 By
 7        Don Gough, Mayor                                   Name, Title
 8
 9
10
11   Date:                                              Date:
12
13
14
15
16   APPROVED AS TO FORM:
17

18
19   Mike Ruark, City Attorney

20

21   ATTEST:

22

23   _______________________________
24   Patrick Dugan, Interim Administrative Services Director

25




                                                                                   Page 9 of 12
 1   STATE OF WASHINGTON               )
 2                                     ) ss.
 3   COUNTY OF SNOHOMISH               )

 4          I certify that I know or have satisfactory evidence that                     signed this
 5   instrument, on oath stated that he was authorized to execute the instrument and acknowledged it
 6   as the                                 of Edmonds Community College, to be the free and
 7   voluntary act of such corporation for the uses and purposes mentioned in this instrument.

 8          DATED this            day of                       , 2006.
 9
10                                              NOTARY PUBLIC in and for the State
11                                              of Washington.
12                                              Residing at:
13                                              Printed Name:
14                                              My Commission Expires:
15
16
17
18   STATE OF WASHINGTON )
19                       ) ss.
20   COUNTY OF SNOHOMISH )
21
22          I certify that I know or have satisfactory evidence that Mayor Don Gough signed this
23   instrument, and on oath stated that he was authorized to execute the instrument and
24   acknowledged it as the Mayor of the City of Lynnwood, to be the free and voluntary act of such
25   corporation for the uses and purposes mentioned in this instrument.
26
27          SWORN TO AND SUBSCRIBED before me this ____ day of 2006.
28
29                                                      NOTARY PUBLIC in and for the State
30                                                      of Washington
31                                                      Residing at:
32                                                      Printed Name:
33                                                      My Commission Expires:
34

35




                                                                                      Page 10 of 12
1           Exhibit “A”

2   Legal Description of Premises

3




                                    Page 11 of 12
1        Exhibit “B”

2   Floor Plan of Premises




                             Page 12 of 12