2021-01-12 City Council - Full PPW Agenda-2762o Agenda
Edmonds City Council
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COUNCIL COMMITTEE MEETINGS ARE WORK SESSIONS FOR THE COUNCIL AND CITY STAFF.
COMMITTEE MEETING AGENDAS DO NOT INCLUDE AUDIENCE COMMENTS OR PUBLIC HEARINGS.
1. CALL TO ORDER
2. COMMITTEE BUSINESS
1. Interlocal Agreement with Snohomish Co. for GIS Data (5 min)
2. Public pedestrian easement along Edmonds Way adjacent to 22810 Edmonds Way (10 min)
3. Frances Anderson Center Tenant Building Use Agreements (10 min)
4. Waterfront Center Building Use Agreement (15 min)
ADJOURN
Edmonds City Council Agenda
January 12, 2021
Page 1
2.1
City Council Agenda Item
Meeting Date: 01/12/2021
Interlocal Agreement with Snohomish Co. for GIS Data
Staff Lead: Brian Tuley
Department: Information Services
Preparer: Scott Passey
Background/History
This ILA is a renewal of a 5 year agreement between the City of Edmonds and Snohomish County for
technology servers. Those services include network connectivity and GIS information.
Staff Recommendation
Review and put on consent agenda for council approval.
Narrative
Edmonds has a direct fiber connection to the County. The connection provides data access to County
and State technology resources. Resources include access to the State IGN (intergovernmental network)
and support the connection in the County data center.
Attachments:
City of Edmonds ILA_Agreement_ Final 10.15.2020 1
City of Edmonds ILA_ SWO_draft_FH_EW Final 10.15.2020 2
Snohomish County Exhibit 1 Scope of Work Eagleview 3
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2.1.a
COUNTY DEPARTMENT: Department of Information Technology
CONTACT PERSON: Viggo Forde, Director
ADDRESS: 3000 Rockefeller Ave. Everett, WA 98201
TELEPHONE/EMAIL: (425)388-3703/viggo.forde@snoco.org
PUBLIC AGENCY: City of Edmonds
AGENCY CONTACT PERSON: Brian Tuley, Information Systems Supervisor
ADDRESS: 121 5th Avenue North
Edmonds, WA 98020
TELEPHONE/EMAIL: 425-771-0219 / Brian.TuleykEdmondswa.g
PROJECT: Information Technology Services
AMOUNT: As specified in Supplemental Work Orders
Not to exceed $50,000 for the five (5) year life
of the Agreement
FUND SOURCE: City of Edmonds
CONTRACT DURATION: Five (5) Years from date of Contract
Execution
INTERLOCAL AGREEMENT BETWEEN THE CITY OF EDMONDS AND SNOHOMISH
COUNTY TO PROVIDE INFORMATION TECHNOLOGY SERVICES
THIS AGREEMENT is entered into by and between SNOHOMISH COUNTY, a political
subdivision of the State of Washington, through its Department of Information Technology
(hereinafter "County" or "SCDOIT") and the CITY OF EDMONDS (hereinafter "Edmonds"), for
the purpose of SCDOIT providing information technology services to Edmonds.
WHEREAS, this Agreement is made pursuant to the authority granted by Chapter 39.34
RCW, the Interlocal Cooperation Act; and
Interlocal Agreement between Snohomish County and the City of Edmonds
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WHEREAS Chapter 2.350 of the Snohomish County Code (SCC) provides for SCDOIT
to provide information services, information processing, proprietary software and purchased
services to public agencies and cash -on -delivery customers; and
WHEREAS Edmonds is a "public agency" as that term is defined in SCC 2.350.020(13)
and RCW 39.34.020; and
WHEREAS, Edmonds requires information technology services, which may include
maintenance and support, assistance in the planning, management, control, operation, and use of
information services, network, telecommunications, information processing, equipment,
purchased services and proprietary software;
NOW, THEREFORE, and in consideration of the respective agreements set forth below
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the County and Edmonds agree as follows:
1. Scope of Information Technology Services:
a. The County will provide information technology goods and information processing
services according to Supplemental Work Order (SWO). Each SWO shall be executed
by the County Executive, or his designee, and an authorized agent for Edmonds, and
subject to the general terms and conditions of this Agreement. Each SWO will include
a description of the specific services to be provided, the term, and the costs of such
service from quotation or from the published rate or fee schedule, and any other terms
or conditions applicable to that service. The scope of information technology goods and
information services to be provided are limited to the following:
A. Assisting in the planning, management, control, operation and use of integrated
city, jurisdictional, government and County networks, telecommunications,
information processing, systems and equipment required by Edmonds;
Providing ISP (Internet Service Provider) services.
B. Administration of yet to be identified centralized support systems and services
for Edmonds where they generally promote more efficient management and
utilization of such services.
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
C. Provide Orthoimagery through Snohomish County's agreement with
EagleView (Pictometry International Corp.).
D. Other functions as may be mutually agreeable.
2. Contract Maximum. All Supplemental Work Orders executed under this ILA shall not
exceed an aggregate total of $50,000.
3. TREATMENT OF ASSETS. COMPUTER APPLICATION PROGRAMS AND OTHER
SOFTWARE SYSTEMS FURNISHED TO Edmonds BY THE COUNTY ARE
FURNISHED ON AN "AS IS" BASIS WITH NO REPRESENTATIONS OR
WARRANTIES REGARDING USE OR RESULTS INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, UNLESS INDICATED IN AN SWO FOR SERVICE.
Title to all property furnished by the County shall remain in the County. Title to all property
purchased by Edmonds for which Edmonds is not reimbursed by the County shall remain in
Edmonds. Title to all property purchased by Edmonds for which Edmonds is reimbursed by
the County and is used as a component of services provided under this Agreement shall pass
to and vest in the County upon completion, termination, or cancellation of the relevant SWO
or this Agreement.
Any property of the County furnished to Edmonds shall, unless otherwise provided in this
contract, or approved by the County, be used only for the performance of this Agreement or
a SWO. Edmonds shall be responsible for any loss or damage to County property that County
furnishes to Edmonds.
If County property is lost, destroyed, or damaged, Edmonds shall immediately notify the
County and shall take all reasonable steps to protect the property from further damage.
4. Surrender of Property. Edmonds shall surrender to County all property of County upon
completion, termination, or cancellation of this Agreement. Conversely, County shall
surrender to Edmonds all property of Edmonds upon completion, termination, or cancellation
of this Agreement.
5. Time of Performance. Pursuant to RCW 39.34.040 this Agreement shall become effective
Interlocal Agreement between Snohomish County and the City of Edmonds
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upon signature by both parties and either (a) listing of the Agreement by subject on either
parry's web site or (b) recording of the Agreement with the Snohomish County Auditor. The
Agreement shall remain in force for a period up to five (5) years, unless terminated earlier by
either party upon ninety (90) days prior written notice to the other parry.
6. Compensation: Edmonds may request an estimate or quotation of cost for proposed
information technology goods or information processing services from County. Specific
agreements addressing costs, term, schedules, and other factors will be described in an
associated SWO developed from initial estimates or quotations.
Edmonds will pay County for services provided hereunder and as set out in SWOs.
Charges for information technology, goods and information processing services under this
Agreement shall be based on the current published rate or fee schedule of the County in effect
on the date of execution of this Agreement, unless the specific quotation described in the
SWO provides otherwise. Unless the SWO provides for a fixed rate or a different
methodology to change a specific rate and/or fee, Rate and Fee schedules are subject to
change at the discretion of the County and shall be effective ninety (90) days after written
notice of change is provided to the Edmonds, postage paid in the US mail.
The County will submit an invoice or advice of charge to Edmonds annually for the service
fees, or as defined in a SWO, detailing charges for services rendered. Payment is due in full
upon receipt of the invoice by Edmonds and becomes delinquent thirty (30) days thereafter.
A late payment fee may be applied to any remaining balance sixty (60) days after receipt of
invoice. Late payment charges, if any, will be imposed on the unpaid balance at a rate of one
percent (1%) per month. Invoices related to SWOs with balances more than ninety (90) days
past due is cause for the termination of a SWO. Amounts disputed by Edmonds under Section
7 of this Agreement are not subject to late payment charges.
7. Obligations of Edmonds are as follows: As to all new Edmonds acquisitions of any
information technology equipment, software or systems to be serviced under this Agreement,
Edmonds shall undertake such acquisitions in accordance with guidelines, standards or
procedures established by SCDOIT and shall secure written concurrence for any such
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
procurement from the County Executive or his/her designee.
Edmonds shall make payment to County of all submitted invoices or advices of charge
pursuant to Section 6 of this Agreement.
8. Mutual Covenants: Edmonds will promptly notify the County in writing of issues regarding
invoices, or of services which Edmonds believes do not conform with the agreed upon terms
of this Agreement and/or SWO, within thirty (30) days of receipt of invoice or performance
of services, whichever occurs later. Failure to give written notice within thirty (30) days after
receipt of invoice or performance of services constitutes waiver of any objection to services
or invoices.
The parties shall attempt to resolve any issues arising under this Agreement and/ or any
applicable SWO through negotiation. If that fails, the parties will seek to resolve disputes
through the aid of a mutually selected, independent third parry.
This Agreement may only be modified by a written amendment executed with the same
formalities as are required for execution of this Agreement.
Both parties understand the County retains discretion regarding the operation and allocation
of the aggregate information processing capacity at its disposal, including the capacity
covered by this Agreement. County agrees to allocate sufficient capacity to meet the existing
processing requirements of Edmonds.
9. County Review and Approval: Upon submittal of any request to execute a SWO or to
perform optional services under any executed SWO, the County may, following review by
the SCDOIT, agree to perform such work or reject it, or request such modification or
additions as it deems appropriate.
At the outset of performance of each SWO, or during performance of the SWO to the extent
the same is modified by the Parties, the County will either accept or reject Edmonds systems
and services as listed in the SWO. The County will not invoice Edmonds until the County
has accepted service and/or system delivery responsibility. Edmonds is not required to pay
for services or systems until the County accepts delivery responsibility for those services
and/or systems.
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
10. Access to Books/Records: Each Party may, at reasonable times, and upon prior notification
inspect the records of the other party relating to performance of this Agreement. County and
Edmonds shall keep all records required by this Agreement in accordance with statutory
archival requirements.
11. Indemnification and Hold Harmless: Subject to the liability limitation stated in Section 12 of
this Agreement, Edmonds shall hold harmless, indemnify, and defend, at its own expense,
Snohomish County, its elected and appointed officials, officers, employees and agents, from
any loss or claim for damages of any nature whatsoever, arising out of Edmonds's
performance of this Agreement, including claims by Edmonds's employees or third parties,
except for those losses or claims for damages solely caused by the negligence or willful
misconduct of the County, its elected and appointed officials, officers, employees or agents.
Subject to the liability limitations stated in Section 12 of this Agreement, County shall hold
harmless, indemnify, and defend, at its own expense Edmonds, its elected and appointed
officials, officers, employees and agents, from any loss or claim for damages of any nature
whatsoever, arising out of County's performance of this Agreement, including claims by
County employees or third parties, except for those losses or claims for damages solely caused
by the negligence or willful misconduct of Edmonds, its elected and appointed officials,
officers, employees or agents.
Subject to the liability limitations stated in Section 12 of this Agreement, in the event of
liability for damages of any nature whatsoever arising out of the performance of this
Agreement by Edmonds and County, including claims by Edmonds's and County's own
officers, officials, employees, agents, volunteers, or third parties, caused by or resulting from
the concurrent negligence of Edmonds and the County, their officers, officials, employees,
agents and volunteers, each parry's liability hereunder shall only be to the extent of that parry's
negligence.
12. Limitation of Liability: In no event will County or Edmonds be liable for any special,
consequential, indirect, punitive or incidental damages, including but not limited to loss of
data, loss of revenue, or loss of profits, arising out of or in connection with the performance
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
of the County or Edmonds under this Agreement or any SWO hereunder, even if the County
or Edmonds has been advised of the possibility of such damages.
13. Compliance with Laws: The County and Edmonds shall comply with all applicable federal,
state and local laws, rules, and regulations in performing this Agreement. Edmonds will
comply with SCDOIT procedures and policies related to technology management and use of
applicable County systems, applications and services.
14. Non -assignment: The County and Edmonds shall not assign any of the rights, duties, or
obligations covered by this Agreement without the prior express written request and consent
of the other party.
15. Conflicts between Attachments and Text: Should any conflicts exist between any attached
exhibit or SWO and the text of this Agreement, the text of this Agreement shall prevail.
16. Interlocal Cooperation Act (Chapter 39.34 RCW): The purpose of this Agreement is to allow
the County to provide a variety of information technology services to Edmonds as needed
over a five (5) year term. SWOs will be executed by both parties as necessary and will
describe the services to be provided and their associated costs. The parties agree that no
separate legal or administrative entities are necessary to carry out this Agreement. The parties
agree that it is not necessary to appoint an administrator or joint board to oversee the
implementation of this Agreement. However, should a court of competent jurisdiction deem
such an administrator or joint board necessary for purposes of the Interlocal Cooperation Act,
Ch. 39.34 RCW, an administrator or joint board will be established by mutual agreement of
the parties. Except as expressly provided to the contrary in this Agreement, any real or
personal property used or acquired by either party in connection with the performance of this
Agreement will remain the sole property of such party, and the other party shall have no
interest therein.
17. Governing Law and Venue: This Agreement shall be governed by the laws of the State of
Washington and any lawsuit regarding this contract must be brought in Snohomish County
Superior Court, Washington.
18. Severability: Should any clause, phrase, sentence or paragraph of this Agreement be declared
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
invalid or void, the remaining provisions of this Agreement shall remain in full force and
effect.
19. Recording: The parties may file this Agreement with the Snohomish County Auditor
pursuant to RCW 39.34.040 or list the Agreement by subject on either party's web site.
20. No Separate Legal Entity To accomplish the purposes of this Agreement, the parties do not
create a separate legal entity nor do the parties form a joint board.
"County"
SNOHOMISH COUNTY
By:
County Executive
Approved as to Form Only:
"Edmonds"
CITY OF EDMONDS
By:_
Date Title:
/s/ Rebecca E. Wendling 10/15/2020
Deputy Prosecuting Attorney Date
Approved as to indemnification provisions:
Risk Management
Date
Date
City of Edmonds Attorney Date
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.a
Recommended for Approval:
Viggo Forde, Director Date
Snohomish County Department of Information Technology
Interlocal Agreement between Snohomish County and the City of Edmonds
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2.1.b
Exhibit A - Supplemental Work Order (SWO 20-01)
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Network, Internet & GIS Support Services
This Supplemental Work Order (SWO) is executed between Snohomish County, through its
Department of Information Technology (the "County" or "SCDOIT") and City of Edmonds
("Edmonds" or "City of Edmonds") pursuant to the terms and conditions of that certain
Interlocal Agreement ("ILA") between Edmonds and Snohomish County to Provide Information
Services dated as of , 20. The parties acknowledge that they have read and understand
the terms and conditions therein. All rights and obligations of the parties shall be subject to and
governed by the terms of the ILA. This SWO sets forth the obligations of the parties with
respect to SCDOIT's provision of information services to Edmonds. This SWO also serves as
the Service Level Agreement, (See Section 6 Service Level and Designated Points of Contact
and Escalation Points of this SWO) between Edmonds and SCDOIT.
1. Purpose: The purpose of this SWO is for SCDOIT to provide to Edmonds information
services as specified in Appendix A.
2. Scope of Work: The specific services covered by this SWO includes the "Primary" items
listed in Appendix A — Services Listing and any item directly "associated" with the Primary
items after acceptance by SCDOIT.
3. Term and Termination: The term of this SWO is effective upon the date of execution by
both parties for five years unless terminated upon written notification to the other parry.
Either party may terminate this SWO upon ninety (90) day's written notification to the other
parry. In the event the ILA is terminated, this SWO shall also terminate on the ILA
termination date.
4. Prohibited Use of Services:
a. Edmonds shall not use any Service in a manner that Snohomish County reasonably
determines may adversely affect Snohomish County systems, Snohomish County
customers, the integrity and operations of Snohomish County's business, or
Snohomish County's ability to provide services to Snohomish County customers.
b. By executing this SOW, Edmonds acknowledges and agrees that Snohomish County
may monitor any activity and content associated with the use of the Services.
Snohomish County may cooperate with law enforcement agencies in any
investigation related to the use of a Snohomish County Service and investigate any
complaint or reported violation of law or Snohomish County policy. Snohomish
County may take action in response to requests Snohomish County reasonably
deems to be legally enforceable. Action may include, but is not limited to, issuing
warnings, suspension, or termination of a Service; removal of materials on a
Snohomish County -hosted web site; or disclosure of information agencies, such as
user contact details, IP addressing and traffic information, usage history, posted
content, to law enforcement.
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2.1.b
5. Resale of Snohomish County Services: Edmonds shall not resell or provide free of charge
any Service to any third party without first entering into a Contract for Service with
Snohomish County that permits these activities.
6. Service Levels and Designated Points of Contact and Escalation Points: SCDOIT's
designated point of contact for Edmonds to request Support Services, contact Service
personnel, request problem status updates, and receive problem resolutions is via the
SCDOIT Help Desk at (425) 388-3378, Monday — Friday, 8:00 a.m. — 5:00 p.m., excluding
holidays. Schedule is subject to change by written notice from SCDOIT.
SCDOIT Contacts and Escalation Points:
Service Desk
425-388-3378
Systems and Network Engineering Supervisor
425-388-7171
GIS Supervisor
425-262-2150
Customer & Workstation Supervisor
425-388-3899
Systems Manager
425-388-3998
Deputy Director
425-388-3022
Director
425-388-3739
Edmonds's designated point of contact for SCDOIT to send invoices, problem -solve and
otherwise conduct business shall be:
Edmonds Primary Contacts: Brian Tuley, Information Systems Supervisor
425-771-0219
Brian.Tuley@edmondswa.gov
Edmonds GIS Contacts: David Rohde, GIS Analyst
425-275-4705
David.rohde@edmondswa.gov
Edmonds Billing Contacts Nori Jacobson
Nori. j acobson@edmondswa. gov
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2.1.b
Service Level Response Table
Response
Condition
Response
Escalation Path
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Level
Time
Network outage, multi-
2 hours
SCDOIT's assigned primary response contact will make contact
user outage/ critical
within one (1) hour of receiving notification from either the Help
Emergency
event, or when Edmonds
Desk or Management. If contact is not made within 'h hour the call
Response
is unable to conduct
receiver will contact the secondary support contact. If still unable to
business.
contact, the appropriate supervisor will be contacted. The assigned
response contact will schedule network operations access as
necessary.
Network is impaired,
3 Hours
SCDOIT's primary response contact will make contact with
Priority
Edmonds is still able to
Edmonds's designated primary contact. If contact is not made within
Problem
conduct business, but no
three (3) hours, the call receiver will contact the designated
Response
practical workaround
secondary contact. If still unable to contact, the appropriate
exists.
supervisor will be contacted. The assigned response contact will
schedule network operations access as necessary.
User is inconvenienced,
3 Days
SCDOIT's primary response contact will respond to this category of
or non -mission -critical
call when all other service requests of higher priority have been
Routine
application is impaired.
answered. Every effort will be made to respond within three (3)
Response
Practical workaround
business days. This category of call includes but is not limited to:
exists.
training issues, minor operational issues, and minor system
inconveniences.
7. Payment for Services: The County will invoice Edmonds for the Services per Section 5,
Compensation, of the Interlocal Agreement (ILA). Edmonds will be billed in full for Services
rendered up to and including the date the County receives Edmonds's cancellation or change
request.
8. Declined Equipment: No equipment is provided by this SWO. All equipment maintenance
is the responsibility of the City of Edmonds.
9. Pricing and Service Fees: The pricing and fee schedule for services provided by SCDOIT
are outlined in Appendix A of this SWO.
10. Modifications / Changes: Services may be modified at any time upon mutual written
agreement of the parties. Modifications which remain within the ILA Contract Maximum
will be made through the issuance of a new SWO, which will take precedence over the
original SWO.
11. Assignment: Neither party shall assign any of the rights, duties, or obligations covered by
this SWO without the prior express written request and consent of each parry.
12. Notices: Notices and other communications between Snohomish County and Edmonds
where delivery is not otherwise specified in the ILA may be delivered by electronic mail.
Communications related to the ILA may be directed to Snohomish County Department of
Information Technology at: DIS.Admin@snoco.org. Edmonds shall provide Snohomish
County with a valid email address to be used by the County for communications for the ILA
and shall update that address as needed. The County shall fulfill its obligations under the ILA
providing Edmonds with notice at the email address most recently provided to the County by
Edmonds for use in providing notices pursuant to the ILA.
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2.1.b
13. Responsibilities:
a. SCDOIT Responsibilities:
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i. Provide Edmonds's fiber vendor a termination point for a single pair of single
mode fiber.
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ii. Provide Edmonds one (1) unit of rack space and UPS power in SCDOIT's
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Data Center for an ethernet switch.
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iii. Provide path for fiber or single mode fiber between termination point and
Edmonds's equipment.
iv. Configure, maintain, provide warranty and repair all County -owned
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equipment and transports
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v. SCDOIT takes no ownership regarding the repair of Edmonds -owned
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equipment.
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vi. IT Service Desk (425-388-3378) will serve as initial point of contact for
suspected problems or to request Data Center access.
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1. In the event SCDOIT determines a request for assistance is outside the
i
scope of this SWO, SCDOIT will work with the Edmonds to develop
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and recommend approaches to meet Edmonds requirements.
vii. SCDOIT will provide escorted access to the Network Operations Center
(NOC) between the hours of 8:00 am and 5:00 pm PST, Monday through
Friday, excluding holidays. Access to Network Operations Center after hours
or on Sundays will result in a minimum three (3) hour charge at one hundred
dollars ($100.00) per hour. An additional $200.00 per -incident will be charged
as a flat fee for each after-hours incident management/access and response in
excess of 12 hours. Contact 425-388-3378 for access to the facility.
viii. Upon completion of the 2020, 2022 and 2024 EagleView regional aerial
imagery acquisition projects and receipt of imagery by County, County will
provide Edmonds with orthogonal imagery for Edmonds's identified area of
interest, which includes aerial imagery within the Edmonds city limits and
additional surrounding area. County will deliver Orthogonal imagery tiles via
a hard drive or FTP. County will also provide to Edmonds up to ten (10)
EagleView CONNECTExplorer accounts based on staff names and emails
provided by the City. In order to obtain the CONNECTExplorer accounts and
the orthogonal imagery, Edmonds shall execute an Authorized Subdivision
Agreement with EagleView in substantially the same form as Appendix B to
Exhibit A, and submit the Subdivision Agreement to the County for
processing. County will assign and activate the CONNECTExplorer accounts
for Edmonds and provide orthogonal imagery upon receipt of a fully executed
Authorized Subdivision Agreement between Edmonds and EagleView.
b. City of Edmonds Responsibilities:
i. Provide fiber connectivity between Edmonds and Snohomish County data
facilities.
ii. Provide Ethernet Switching equipment for one (1) unit of rack space within
County Data Center.
iii. Provide maintenance of Ethernet Switching equipment.
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2.1.b
iv. Configure, maintain, provide warranty and repair of all Edmonds -owned
equipment and transports.
v. Provide to County a fully executed Subdivision Agreement between Edmonds
and EagleView.
14. Scheduled Maintenance: Each Saturday between 7:00 am and 12:00 pm and Wednesday
between 5:30 pm and Midnight PST are Snohomish County's regularly scheduled
maintenance windows. Regular maintenance is essential to overall network health. If
maintenance that will disrupt contracted services is scheduled by Snohomish County, the
County will notify Edmonds two (2) business days prior to the scheduled action.
15. SWO Management: Unless otherwise indicated, all correspondence regarding this SWO
should be directed to:
Edmonds Primary Contact: Brian Tuley, Information Systems Supervisor
City of Edmonds
121 5th Avenue North
Edmonds, WA 98020
425-771-0219/Brian.tuley&edmondswa.gov
SCDOIT Primary Contact: JD Braathen, Systems and Network Engineering
Supervisor
Snohomish County Dept. of Information Technology
3000 Rockefeller Avenue, M/S 709
Everett, WA 98201
(425) 388-7171
SCDOIT Primary Contact: Ed Whitford, GIS & Data Supervisor
GIS Support Services Snohomish County
Department of Information Technology
3000 Rockefeller Avenue, M/S 709
Everett, WA 98201
(425) 262-2150
Signature Page Follows
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By their signatures, County and Edmonds hereby acknowledge and accept the terms and
conditions of this SWO. a
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Approved
City of Edmonds
Signature
Print or Type Name
Approved
Snohomish County
Snohomish County Executive
Print or Type Name
Title Date Title Date
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2.1.b
Appendix A to Exhibit A
SWO City of Edmonds Services List and Summary of Annual Costs
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SCDOIT will provide the following Services at the prepaid support rate identified below. c
Note: Access during normal business hours will be covered under the Network Equipment
Hosting service.
Network Services:
2020 Rates
Services
Function and
Activation Date
Charge
Monthly
Annual
Identification
Each
Charge
charge
Network Equipment
Connectivity/
01/01/2009
$50.00
$600.00
Hosting
Equipment
I Rack Unit Space, first 4
Hosting
cross connects
Administrative fees 5%
$2.50
$30.00
Totals:
1 $52.50
1 $630.00
Optional Support Services:
Services
Owner
Function and Identification
Qty
Date of
LOC
Monthly
Annual
Activation
Charge
charge
Additional Cross Connects
Cross Connects
l/l/2009
SCDIS
$25.00
Administrative fees 5%
$1.25
Internet usage to be reviewed quarterly and Edmonds will be billed on the 951h percentile.
SCDOIT uses RRDtool to graphically represent the customer's bandwidth and billing operations data on
a monthly recurring basis.
Bandwidth data is measured from the customer's activated network interface port on SCDOIT internet
colocation, gateway switch, and recorded in a log file every 1 minute. At the end of each month, the
samples are sorted from highest to lowest, and the top 5% of bandwidth utilization data is discarded. The
next highest measurement (95th percent) becomes the billable utilization for the month.
These graphs will be made available upon customer request. See example chart below:
Page 7 of 11
Packet Pg. 18
GIS Support Services:
Services
Function and
Qty (sq.
Rate
Product
Per
acquisition
Annual
Identification
miles)
charge
charge
Imagery
Imagery Data
22
$300/
3"
$6,600.00
$3,300.00
s .mile
AccuPlus
Administrative Fee 5%
1 $330.00
$165.00
Totals:
1 $6,930.00
S3,465.00
Imagery Sharing — EagleView Regional Aerial Imagery
2020 Imagery Program Rates
EagleView (Pictometry) Product
Square Mile Cost
3 Inch AccuPlus
$300
9 Inch AccuPlus
$60
Page 8 of 11
Packet Pg. 19
Appendix B to Exhibit A
Authorized Subdivision User Agreement
Page 9 of 11
Packet Pg. 20
2.1.b
'/eagleviewTM
Authorized Subdivision User Agreement
Authorized Subdivision Information:
Name:
Address:
Email:
Phone:
Pictometry Licensed Projects:
This Pictometry Authorized Subdivision Agreement (this "Agreement") is entered into by and between
Pictometry International Corp., a Delaware corporation, with offices at 25 Methodist hill Drive, Rochester,
New York 14623 ("Pictometry") and the Authorized Subdivision identified above ("Authorized
Subdivision")
Whereas, Pictometry and Snohomish County, WA (the "County") entered into an agreement dated
-(the "County Agreement") providing the County licensed access to and use of certain
Pictometry products identified above ("Pictometry Licensed Products") and the County has
requested that Pictometry authorize Authorized Subdivision to have access to and use of the
Pictometry Licensed Products, pursuant to the County Agreement.
Now therefore, Pictometry and Authorized Subdivision hereby agree as follows:
1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or termination of
the County Agreement, (b) the County withdraws its authorization allowing Authorized Subdivision
access to and use of the Pictometry Licensed Products (c) breach by the County of the County
Agreement, or (d) breach of this Agreement by Authorized Subdivision;
2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the County
Agreement, which is made part of this Agreement;
3. Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed Products in
accordance with the terms of this Agreement;
4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to Authorized
Subdivision;
5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties under thi
Agreement; and
6. All notices under this Agreement shall be in writing and shall be sent to the respective addresses set
forth above. Notices shall be given by any of the following methods: personal delivery; reputable
express courier providing written receipt; or postage -paid
Page 10 of 11
Packet Pg. 21
2.1.b
certified or registered United States Mail, return receipt requested. Notice shall be deemed given when actuall,
received or when delivered is refused.
This Agreement shall become effective upon execution by duly authorized officers of Authorized V)
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of c�
receipt by Pictometry being the "Effective Date." ,o
Authorized Subdivision Pictometry International Corp.
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Page 11 of 11
Packet Pg. 22
2.1.c
Exhibit 1 Scope of Work
1.1 DEFINITIONS
Contractor
The Contractor that performs the acquisition flights and processes the collected
imagery into final deliverables.
ero Triangulation
Process using the Project's processed imagery, survey control, and airborne GPS
AT
data with specialized software to create a block ad'ustment solution
Airborne GPS
Global Position Satellite hardware and software used in aircraft for determining the
aircraft's position in space
PI
Application Programming Interface
ArcGIS (Desktop)
Suite of GIS software, manufactured by Esri that provides a suite of applications,
including ArcMap, ArcPro and ArcCatalog. Supported ArcGIS versions include
10.3 through 10.6 for ArcMap/ArcCatalog and 2.01-2.1 for ArcPro.
ArcMap, ArcPro
ArcGIS application that is used for viewing and mapping spatial data, and which
functionality can be enhanced with Extensions such as an Oblique image library
fewer.
SPRS
American Society for Photogrammetry and Remote Sensing
Business Day(s)
Workday of a calendar week, including only Monday through Friday
CAD
Computer Aided Dispatch
CSDGM
Content Standard for Digital Geospatial Metadata — Documentation used to
construct metadata
DAT — Data
Includes a range of defined workflows to perform Quality Assessment and Quality
Acceptance Testing
Control (QA / QC) evaluation of processes and deliverables
DAT Contractor
The contractor that receives, and performs detailed QA/QC review of deliverables
from the Contractor
Day(s)
Calendar day, including all weekdays, weekend days and holidays.
DEM - Digital
A representation of the earth's surface in a format useable for orthorectification of
Elevation Model
imagery
EMS
Emergency Management Services
GIS software firm that produces a broad platform of GIS tools and applications,
Esri
specifically ArcGIS (ArcMap and ArcCatalog)
Extension (ArcGIS
A software extension or add -in that can be used to configure ArcMap and ArcPro
Extension)
to integrate a data library of Oblique and Nadir imagery
FAA
Federal Aviation Administration
false color, near
Orthorectified imagery that contains one or more bands of data representing
infrared imagery
sensor information from the near infrared portion of the spectrum in addition to the
normal 3 bands found in natural color imagery (Red, Green, and Blue).
FGDC
Federal Geographic Data Committee
FTP
File Transfer Protocol
GCP
Ground Control Points
GPS
Global Positioning System
GSD
Ground Sample Distance — The distance between pixel centers as measured on
he ground
KC RFP 1166-18- PCR Page 1 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work Packet Pg. 23
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Go -Live
The part of the deployment when all testing has been completed and Solution is
considered to be in production.
IMU
Inertial Measurement Unit
LAS/LAZ
Binary multipoint data format (and compressed version) used for storing large lida
point clouds
nadir (aspect)
The point vertically beneath the camera center at the time of exposure
Nadir (imagery)
Imagery, with a nadir aspect, collected in tandem with directional imagery, as part
of an Oblique imagery collection
Oblique (imagery)
Non -orthogonal imagery obtained by a cameras oriented to cardinal directions at
an angle approximately 45 degrees off orthogonal
Orthogonal
Imagery collected straight down, and acquired in a manner where it can be
(imagery)
processed to create an orthorectified mosaic (orthomosaic)
Orthorectified
Digital image that has the properties of an orthographic projection It is developed
imagery
from a perspective aerial photography by differential rectification to remove image
displacements caused by camera tilt and terrain relief.
Orthomosaic
The seamless collection of final orthorectified imagery that is tiled for delivery
PDT
Pacific Daylight Time
Photogrammetric
Refers to extracting map information from photography that is collected in a sterec
geometry
Project Area
Project Area refers to the area set forth in Table 1.1 and Appendix A
Project Plan
A report created using Microsoft Project (or comparable software) including, but
not limited to, tasks, deliverables, schedule, task dependencies, identification of
resource requirements, status reports and critical events
PSAP
Public Safety Answering Point
QA/QC
Quality Assurance / Quality Control. Processes and methodologies used in Data
Acceptance Testing to determine whether products or processes meet stated
standards
Resolution
The final resampled pixel size of final orthorectified imagery, expressed either in
inches or feet
RGB
Red, Green, Blue — the 3 bands comprising natural color imagery
SaaS
Software as a Service
Shapefile
An open source format, developed by Esri, for storing spatial and attribute data
Solution
The Extension (add -in) and SaaS integration providing all required functionality
SOW
Scope of Work
KC RFP 1166-18- PCR Page 2 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work Packet Pg. 24
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SECTION 2 OBJECTIVE AND OVERVIEW
2.1 SERVICES
Provide digital aerial data and SaaS services for the Snohomish County region in
Washington State.
2.2 2020 Digital Oblique and Orthogonal Aerial Imagery and Software (Project)
The County requires current Oblique and Orthogonal, natural color aerial imagery products
with high spatial precision and accuracy that meet color and tonal standards for use in
standard basemap mapping and cartographic applications, as well as use via a contractor -
provided desktop GIS Extension and SaaS solution. The County intends to apply the
imagery products to their current GIS and other web mapping systems and to use them for
CAD and preliminary engineering design applications.
An optional product requests a separate dataset of false color (near infrared) orthorectified
imagery, obtained simultaneously with the natural color Orthogonal imagery.
2.3 Primary Quality Assurance/Quality Control (QA/QC) for this Project will be performed by the
County or Contractor (and any subcontractors).
2.4 BACKGROUND
A. Snohomish County is a multi -purpose government with approximately 3,000
employees. Located in Snohomish County, Washington and covering 2,197 square
miles.
B. Snohomish County provides regional services to all residents of the county, including
people who live in cities. These services include courts and related legal services,
public health services, county jail, records and elections, property tax appraisals and
regional parks and facilities, including the Paine Field Airport.
C. Snohomish County provides sub -regional services in many suburban cities, such as
animal control. In unincorporated communities, Snohomish County provides local
services as well as the regional and sub -regional services already listed. Local
services provided to citizens in unincorporated areas include land -use regulation,
building permits, police protection, roads, and local parks. Additional local services in
unincorporated communities are provided by fire, water, library and hospital districts
which operate independently of County government.
D. For more information about Snohomish County, please visit the website:
https://snohomishcountywa.gov/.
2.5 PURPOSE
The Contractor shall provide an integrated package of current, digital aerial imagery and
related deliverables and software that provide:
A. Oblique (side -look) imagery
1. 3-band, RGB, natural color imagery collected simultaneously with Orthogonal
imagery
2. Georeferenced to the ground surface to display appropriately with Nadir image
KC RFP 1166-18- PCR Page 3 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work Packet Pg. 25
2.1.c
3. Acquired for the resolution (GSD), area of interest and acquisition timeframes
indicated in Table 1.1
4. Include Oblique views for 4 directions (N.S,E,W) in the Low Resolution area
5. Include Oblique views for 4 directions (N,S,E,W) in the High Resolution area
6. Include a Nadir view in addition to the Oblique views
7. Viewable with Contract -provided ArcGIS desktop software Extension and with
Contract -supplied browser -based solution
8. Seamless coverage across the entire Project Area
B. Orthogonal (top -down) imagery
1. 3-band, RGB, natural color imagery collected simultaneously with the Oblique
imagery
2. Georectified to current ground surface within accuracies stated in Table 2.1
3. Acquired for the resolution (GSD), areas of interest and acquisition timeframes
indicated in Table 1.1
4. Viewable in ArcMap `out -of -the -box', independent of contract -supplied Extension
and browser -based solution
5. Provided as a tiled, seamless orthomosaic across the entire Project Area
6. Provide a 4t" near infrared band, if optional deliverable is requested
C. Proposals must demonstrate the ability and resources to deliver both required
Oblique/Nadir imagery and required Orthogonal, Orthorectified imagery, as well as
optional Orthogonal, Orthorectified color infrared deliverable.
D. Access to the Oblique imagery deliverables shall be provided via a SaaS solution, in
addition to an ArcGIS Extension solution. Access to the Orthogonal orthomosaic shall
be available via ArcGIS out -of -the -box functionality via built extension.
E. Digital deliverables shall be delivered via portable media to allow the County to have a
local network copy of all Oblique and Orthogonal imagery, and all supporting data and
documentation.
2.6 PROJECT AREA and ACQUISITION and DELIVERY TIMEFRAMES
The Project Area is estimated at approximately 1,559 square miles. The approximate
square miles of each resolution requested is shown in Table 1.1.
The County wishes to acquire new imagery and other deliverables described in this SOW
every other year, within the terms of the contract. The contract for services is awarded for
six (6) years, aerial flights would occur first in 2020 (as indicated in Table 1.1), followed by
subsequent acquisitions in 2022 and 2024.
Table 1.1: Project Area, and Acquisition and Delivery Timeframes
KC RFP 1166-18- PCR Page 4 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work Packet Pg. 26
2.1.c
2.7
Online
pproximate
Description of
Acquisition
Access to
When Final
Resolution
Square
Area
Window
draft
DeliverableE
Miles
preliminary
are due
imagery
High
497
Western
Start April 15,
+30 Days
Late 2nd C'
Resolution
Snohomish
inclusive, and
from capture
quarter 202C
(3 inch
County Including
complete no later
GSD)
some parts of
than May 30,
4
Puget Sound
inclusive, unless
permitted by
County
Low
1,062
Eastern areas of
Start August 1,
+30 Days
Late 4tn
Resolution
Snohomish
inclusive, and
from capture
quarter 202C
(9 inch
County, outside
complete no later
GSD)
the urban growth
than August 30,
area Including
inclusive, unless
parts of Puget
permitted by
Sound
County
TOTAL
1,559
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A map showing the Project Area is found in Appendix A. Factors may require small (less 2
than 15%) adjustments to the Project Area. Orthogonal and Oblique imagery, and related M
deliverables shall be collected/produced for the full extent of the Project Area as provided,
with no additional buffer applied.
PROJECT MANAGEMENT w
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A. Site Visit o
The County may visit the Contractor's site to inspect work in progress and to verify that o
procedures and equipment are being used in compliance with the Contract o
specifications and requirements. The Contractor agrees to allow access to its cn
production facilities for periodic visits by the County or its representatives or agents.
These visits may be unannounced and/or may be made upon short notice.
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B. Project Management >%
The Contractor shall assign a Project Manager to the Project. The Contractor
represents and warrants that the Project Manager shall be fully qualified to
perform the tasks required of that position under this RFP. The Project Manager
shall be responsible for acting as Contractor's authorized representative not
inconsistent with the provisions herein. The Project Manager shall be able to
make binding decisions and approve amendments on behalf of the Contractor.
2. The Contractor shall create a draft Project Plan utilizing Microsoft Project (or
comparable software) including, but not limited to, tasks, deliverables, schedule,
task dependencies, and identification of resource requirements, status reports
and critical events. The Project Plan shall also include Baseline Start/Finish dates,
KC RFP 1166-18- PCR Page 5 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 27
2.8
2.1.c
Actual Start/Finish dates and Durations. The Project Plan shall not change as a
result of time required by Contractor to correct defects unless otherwise agreed
beforehand in writing by the County.
3.
Updates to the Project Plan shall be provided weekly and otherwise as necessary
throughout the Project to accurately reflect the status of activities, tasks, events
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and projected schedule. Unless otherwise specifically agreed to in writing, the
County's agreement on a change to the Project Plan will not relieve Contractor of
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liability for liquidated damages and other damages arising from failures to
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perform its obligations.
4.
Regular written status reports will be provided to the County as scheduled in the
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Project Plan via email. The status reports shall include at a minimum:
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a. Key activities performed during the reporting period
b. Key activities planned for the reporting period that did not occur and why
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they did not occur
C. Key activities planned for the next report period, including any dependencies
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on County staff
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d. Status on scope, schedule and budget
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e. Major risks and issues affecting the project and activities underway to
mitigate risks and issues
f. Decisions made during the reporting period
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g. Pending decisions yet to be made during the reporting period and activities
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underway to gain resolution
C. Project Close -Out
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The Contractor will organize and return all remaining Project materials to the
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County, and meet to resolve any outstanding issues.
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2.
The Contractor will submit its final invoice(s) and deliver a brief summary of the
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3.
The County will complete all final product reviews and process final payment to
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the Contractor.
ACQUISITION CYCLE DELIVERABLES
A. Camera Certification Report
A report detailing the camera(s) specifications and sensor calibration certification will
be provided by the Contractor a minimum of fourteen (14) Days prior to contract
execution.
B. FLIGHT PLANNING
The response to this RFP must clearly state the number of aircraft, cameras and
flight staff that will be available for this Project. Each asset's percentage
commitment to this Project must also be stated. The response must also provide
KC RFP 1166-18- PCR Page 6 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 28
2.1.c
a realistic scenario(s) as to how the Project's timetable will be met within the
constraints stated in Ex3 SOW Table 1.1, including a contingency of twenty (20)
percent of flight time for any re -acquisition within the acquisition timeframe.
a. The Contractor shall be responsible for applying for, and obtaining, any
required permits for access, overflight, or intrusion into, restricted or
otherwise limited ground access and/or airspace, which may be included in
the requirement of this RFP. The Contractor should meet with or contact the
FAA at SeaTac International Airport to review the plan no less than forty-five
(45) Days.
2. Flight lines must run in a north/south direction, unless a variant is mutually agreed U)
upon by the Contractor and the County. There shall be no breaks within individual c
flight lines, unless resolution boundaries are crossed. Where breaks within a flight
line are necessary, the entire flight line composed of the resulting segments shall
produce the same results as if the flight line had been continuous. Where breaks
occur, each start or end of a flight line break shall hold sufficient coverage to
ensure adequate, complete and gapless photogrammetric coverage, including
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any necessary parallax or collimation corrections to be applied in post processing.
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3.
Each exposure in the flight plan (including any re -flights) must be uniquely
identified by flight line number and exposure number in a format mutually agreed
upon by the County and the Contractor.
4.
Prior to each flight, the Contractor shall prepare a digital flight plan showing the
planned flight lines that meet all specifications for flight line density, overlap,
orientation, and infill areas, if any. The flight plan shall be delivered to the County
in shapefile format fourteen (14) Days prior to the flight.
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The Contractor will make every attempt to minimize temporal displacement
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between flight lines. For any given exposure, oblique and orthogonal imagery
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shall be collected simultaneously from the same sensor platform.
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6.
The flight plan shall be adequate to acquire imagery over the entire Project Area
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between resolution areas, as stated in the description of adequate, complete and
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gapless coverage above.
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The Project Area is complete as provided, and requires no additional buffer to be
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8.
Proposals should discuss cost-effective method(s) for delivering imagery for the
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all water areas (i.e., Puget Sound) within the Project Area. Method(s) proposed
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should result in seamless, consistent imagery coverage across the entire Project
Area.
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C. Survey and Ground Control
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1.
Contractor shall develop a survey control plan, under the direction of a licensed
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Professional Land Surveyor that will meet or exceed the accuracy requirements of
KC RFP 1166-18- PCR Page 7 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 29
2.1.c
the Project as defined in Ex 3 SOW Table 2.1. Contractor will review control that
exists within the Project area, and recommend the amount and distribution of
horizontal and vertical ground control necessary to meet Ex 3 SOW Table 2.1
requirements.
2. It is the Contractor's responsibility to verify both the existence and suitability of
existing ground control. Contractor shall then determine which of the existing
control monuments can be utilized as ground control, select locations for
additional ground control that will be needed (if any), and establish additional
control points. Contractor shall also determine the need for, and utilize using post-
flight, photo -identifiable ground control point(s) (GCP) if these are required to
meet the specifications of the Project.
3. Survey control requiring premarks shall be provided by the Contractor in a
shapefile or spreadsheet along with the flight plan data and delivered to the
County no later than fourteen (14) Days prior to scheduled beginning of
acquisition. If any GCP targets are set but not surveyed prior to the flight, or if any
post -flight photo -identifiable points are used, the control report will be updated
with these additional control records. For photo -identifiable points the
accompanying location description shall be sufficient to positively identify the
designated point.
D. Re -Flights
1. The Contractor, at no additional cost to County, will re -fly and re -acquire aerial
data that County or the DAT Contractor finds unacceptable or otherwise not in
compliance with the Project specifications and requirements. The re -flight must
overlap the accepted imagery by at least two (2) photo frames.
2. Any re -flights must be clearly identified in the final report of airborne GPS center-
E. Imagery Review
Within fourteen (14) Days of the completion of each day of flying/acquisition, the
Contractor is to process and quality check the imagery, and report the results to
the County. This report is to be generated contemporaneously with acquisition of
the imagery, and must be mutually agreed upon by the County and the
Contractor.
1. The report shall include:
a. Names and contact information of individuals responsible for processing and
review of the imagery;
b. Summary of the raw pixel resolution;
C. Summary of the imagery geometry (overlap, crab, etc.);
d. Summary of imagery quality (density, defects, consistency, etc.);
e. Equipment and procedures used in evaluating imagery, geometry and
quality;
KC RFP 1166-18- PCR Page 8 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
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f. Description of re -flights needed, if any;
g. A shapefile showing the final airborne GPS photo centers, with the date and
time of each exposure.
F. Acceptance Criteria
1. All Project deliverables will be evaluated by the County or the DAT Contractor,
using the acceptance criteria defined in Appendix C. Deliverables shall not be
delivered to the County or the DAT Contractor by the Contractor for evaluation
until the Contractor provides the County written confirmation that it has passed all
its internal quality control and quality assessment procedures. Review status
(acceptance/rejection) of deliverables will be provided to the Contractor by the
County in writing.
G. Providing Deliverables
1. All imagery and supporting deliverables will be provided on Contractor -supplied
portable media. FTP transfer may be used if agreed upon by the County in
writing. The portable media will be returned to the Contractor once the data is
retrieved.
H. Reference Areas
1. The Project requires that the Contractor conduct limited reference tests with both
Oblique and Orthogonal imagery to demonstrate the quality that will be achieved
throughout the Project Area.
2. Two (2) or three (3) test areas, per resolution area, where suitable DEM data
exists and the extent represents at least two (2) tiles and contains multiple images
will be chosen.
3. In addition to meeting all acceptance criteria in Appendix C, the Contractor and
the County will review the pilot test and jointly agree upon the overall visual
quality — brightness, contrast, color saturation, etc. These reference samples will
become the Project visual quality control reference products. If quality control
issues arise during final deliverable review, these reference products will be used
as the Project standard.
Mapping Accuracy Standards
All deliverables shall meet or exceed these horizontal and vertical accuracy standards.
1. Table 2.1 Mapping Accuracy Standards
Ortho Horizontal Accuracy Specifications based on 2014 ASPRS Standards
Ortho Pixel
Horizontal
Horizontal
Horizontal
Recommended
Maximur
Size (ft)
Accuracy
RMSEr (ft)
Accuracy at
# of Horizontal
Seamlini
Class RMSEx,
95% CL (ft)
Checkpoints
Mismatch
RMSEy (ft)
(X)
(< A 14*X)
(< A48*X)
(< 2*X
0.25
0.50
0.707
1.224
75
1
KC RFP 1166-18- PCR Page 9 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 31
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Non-Veg
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AT Accuracy f
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Orthos and 2D
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RMSEx
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RMSEx,
RMSEz
RMSEx,
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RMSEy
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RMSEy
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(Z)
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0.50
0.50
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0.25
0.50
0.25
0.21
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2.00
3.92
1.00
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Analytical Triangulation/Aerial Triangulation (AT)
1. Based on the geometry of the resolution area and the execution of the flight plan,
the Contractor will devise a logical and efficient block adjustment plan that will be
submitted to the County for review and approval.
2. The Contractor will use the processed imagery, survey control, airborne GPS
(photo center positions) and state-of-the-art software solutions to complete the AT
task.
3. The Contractor must follow industry -standard AT procedures and utilize
equipment that will achieve the AT accuracy required to meet or exceed the
accuracy standards stated in Ex3 SOW Table 2.1.
4. A complete digital version of the AT result files, in industry -standard format, will be
provided by the Contractor for review and acceptance. Any preliminary AT results
will be reworked as necessary to reach acceptance on a final AT product.
5. A brief narrative report will be provided by the Contractor describing the AT
process and the results, as well as descriptions of equipment, procedures, and
computer programs used. The report should list three root -mean square error
summaries, all control(s) used with an explanation of the control used in the AT,
and specifically the incidence of errant, discarded, or anomalous network points,
and the resolution of these issues.
6. Orthorectification shall not proceed until the AT is accepted as meeting all
requirements necessary for production of high -quality, high -accuracy
Orthorectified imagery.
DEM Update, Reporting and Acceptance
1. Selected, best existing DEM from previous projects and updates will be provided
to the Contractor for review, during the Proposal process. New lidar was collected
for the majority of the high -resolution area and some portions of the low -resolution
area is 2016 and 2017. There will be some areas that may rely on older, lower -
quality control, particularly portions of eastern Snohomish County. All available
DEMs will be provided to the Contractor upon contract execution.
KC RFP 1166-18- PCR Page 10 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 32
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2. All existing DEM will be reviewed, edited and updated by the Contractor.
Sufficiently dense and accurate mass points, spot points and 3D break lines will
be edited and/or added to accurately represent the shape of the ground and to
meet the required orthophoto accuracy standards defined in the contract.
3. Bridges and other elevated structures must be accurately represented,
undistorted and approximately true to their real position within the tolerances of
required accuracies. However, ground surface adjacent to the elevated structure
shall hold a higher precedence.
4. All updates and modifications to the existing DEM shall be attributed or otherwise
flagged in order to identify what features and areas have been updated.
5. The Contractor shall provide updated DEM as a deliverable in LAS/LAZ format for
DEM points and in 3D shapefile (vertices populated with the elevation value) for
additional break lines. Metadata should be created/updated, as necessary, to
document the DEM and any updates.
6. Production of Orthorectified imagery shall not proceed until all DEM data has
been delivered and accepted by the County or the DAT Contractor review as
sufficiently representing the shape of the ground and will meet the required
orthorectification accuracies.
L. Data Acceptance
When necessary, the Contractor may coordinate directly with the County or the
DAT Contractor in order to enhance communication and more efficiently resolve
issues.
2. Acceptance Criteria: All Project deliverables will be evaluated by the County or
the DAT Contractor, using the acceptance criteria defined in Appendix C.
Deliverables shall not be delivered to the County by the Contractor for evaluation
until the Contractor provides the County written confirmation that it has passed all
its internal quality control and quality assessment procedures. Review status
(acceptance/rejection) of deliverables will be provided by the County in writing.
3. Deliverables submitted by the Contractor will be accepted or rejected no later than
thirty (30) business days from acknowledgement of receipt.
4. Conditionally approved or rejected data will be returned to the Contractor for
subsequent review and correction. The Contractor shall correct all identified
errors, review the remaining data for errors, and report to the County or the DAT
Contractor all error corrections made, based on the review within thirty (30) Days.
Performance controls and remedies for repeated DAT results will be included in
the contract.
2.9 SaaS Image Viewer Solution
A. Current Technology Environment at Snohomish County
KC RFP 1166-18- PCR Page 11 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 33
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It is expected that the Solution shall comply with the following technology environment
at Snohomish County:
Current Technology Environment at Snohomish County
Supported server operating
systems
Microsoft Windows Server 2012 R2, 2016 and 2019.
Supported database
management systems
Microsoft SQL Server 2014 and 2016. 2016
preferred.
Supported desktop operating
systems
Windows 10
Supported mobile operating
systems
iOS 10.3.3 or later (e.g., iPad mobile applications)
Preferred server hardware
vendors
Hewlett-Packard, DataOn
Supported productivity suites
Microsoft Office 2013 and 2016. 2016 preferred.
Private Cloud environment
N/A
Virtualization environment
Hyper-V
Email
Microsoft Exchange Online
Antivirus
Microsoft Defender
Internet browser
Internet Explorer, Chrome
Backup software
EMC Networker and Veeam
Other utility software
(installed on servers)
. Malware Bytes
. WhatsUp Gold
• Microsoft SCCM 2012 (ConfigMgr 1706)
• Microsoft Operations Manager
• HP Systems Insight Manager
Network protocol
j TCP/IP
Data exchange
Configuration
1. The Contractor shall be responsible for configuring the Solution to meet the
requirements of this RFP. The County staff shall be included in the configuration
process to facilitate knowledge transfer.
2. The Contractor shall ensure that Work is not performed on out -of -scope features,
functions or tasks unless the County grants authorization in writing.
3. The Contractor shall provide documentation for Solution configurations, including
Solution diagrams, integration diagrams and data schema documents.
Documentation shall also include each configuration completed as specified in the
requirements. All of which shall be delivered to the County in an electronic format.
Solution Configuration includes, but is not limited to:
a. Solution option implementation
b. Screen designed and implemented
C. Dashboard designed and implemented
KC RFP 1166-18- PCR Page 12 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
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d. Field and label designed and implemented
e. APIs and all extension implementation
f. Roles assigned and implemented
g. Business rule and workflow design and implementation
h. Event and notification features created and implemented
Documentation/template creation and implementation
Reports development and implementation
C. Interface Design
1. The Contractor shall provide a detailed Interface Design document for each
interface. The County requires that interfaces and data exchanges be fully
functional at Go -Live. The interface Design Documents shall include design
information such as, but not limited to:
a. Summary of Solution configuration required for the interface
b. Metadata definition including the data fields and record layouts required by
the interface
C. Communication Method
d. Interface Testing — the testing that will be done to ensure the Interface is
complete
D. Testing
The Contractor shall be responsible for developing an overall Test Plan that is
Acceptable to the County, including the following testing types:
1. Performance Testing— involves verifying that user typical actions take a
"reasonable" amount of time.
2. Load Testing — done to identify peak load conditions.
3. User Acceptance Testing.
Testing shall demonstrate functionality that are stated in Attachment C that will
meet the acceptance criteria in Appendix C
E. The Test Plan shall be tailored to the County's configuration of the Solution, taking into
account workflows, data, templates, reporting, and interfaces.
F. The Test Plan shall be submitted to the County no later than thirty (30) days after
contract Effective Date.
G. The Contractor shall be responsible for execution of the test plan with the County's
input and acceptance.
1. Test plan shall include testing of all functionality listed in Attachment C, meeting
the acceptance criteria in Appendix C, and includes performance and load testing.
a
KC RFP 1166-18- PCR Page 13 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work Packet Pg. 35
2.1.c
H. The County shall lead and perform User Acceptance Testing (UAT) after the
Contractor completes its final system testing and confirms that the applicable
deliverable meets all applicable specifications. UAT shall start after all components of
the Solution have been completed in accordance with the County requirements and
Contract.
The County shall conduct a security/penetration test and may require participation by
the Contractor to resolve issues found during the testing.
The County shall conduct performance and load testing. Load testing is done to
identify the peak load conditions at which the Solution fails. The Contractor shall
resolve any issues that are found during the County's performance and load testing
The Contractor and the County shall track defects found during testing.
K. Deployment/Go-Live
The Contractor shall provide the support staff needed for a successful Go -Live. The
Contractor shall track the status of all Go -Live issues until the issue has been resolved
and Accepted by the County. The number of days for Go -Live Support may be
reduced based on the Go -Live status and mutual agreement between the County and
Contractor.
It is expected that the Contractor's technical support staff will be available by phone
and email during normal business hours during Go -Live and post Go -Live.
L. Documentation and Training
1. Required Documentation
a. End User: Detailed description of the purpose of every software component
including options and step-by-step instructions on how the functionality is to
be used
b. Advanced User/Developer: Detailed explanation of interfaces, objects, object
fields and methods, APIs, code or similar components needed by developers
for the customization and integration of applications with the Oblique
imagery technology.
C. System Administration and Support Staff: Configuration instructions,
architectural design, common problems and solutions of the Oblique imagery
library and software, detailed instructions on how to configure the integration
of the Oblique imagery with other products.
2. Required Training
a. End User: Training should include, but not be limited to, an overview of
products and detailed instructions on how to use them.
b. Advanced User/Developer: Training should include, but not be limited to,
advanced analysis tools, integration of imagery solution with the ArcGIS
environment, including programmatic customizations, etc.
KC RFP 1166-18- PCR Page 14 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 36
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C. System Administration and Support Staff: Training should include, but not be
limited to infrastructure design including hardware and software components
that are required.
M. System Support:
The Contractor shall provide technical support for the delivered products for the o
duration of the contract. Primary level of support shall be onsite technical and
telephone support, with web -based support as an alternative, but not a substitute. `o
KC RFP 1166-18- PCR Page 15 of 15
Aerial Image Acquisition and SaaS Solution — Snohomish County
Exhibit 1- Scope of Work
Packet Pg. 37
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2.2
City Council Agenda Item
Meeting Date: 01/12/2021
Public pedestrian easement along Edmonds Way adjacent to 22810 Edmonds Way
Staff Lead: Rob English
Department: Engineering
Preparer: Megan Luttrell
Background/History
None.
Staff Recommendation
Forward item to the consent agenda for approval at the January 19th City Council meeting.
Narrative
The City of Edmonds is currently reviewing a proposed development project, Kisan Townhomes at 22810
Edmonds Way. The subject site falls within a Multi -family Residential Zone and Edmonds Community
Development Code requires a minimum 7-ft wide sidewalk within this zone. The City is requiring as a
condition of development a 7-ft wide sidewalk and a 4-ft wide landscape buffer between the street and
the sidewalk. In meeting this requirement, a portion of the sidewalk will be located on private property
and therefore, a public pedestrian easement shall be provided to the City.
Attachments:
Attachment 1 - Vicinity Map and Easement
Packet Pg. 38
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P.O. BOX - 1478
EVERETT, WA 98206
(425)303-9363 (425)3 -
INFO@INSIGHTENGINE Packet Pg. 39
2.3
City Council Agenda Item
Meeting Date: 01/12/2021
Frances Anderson Center Tenant Building Use Agreements
Staff Lead: Shannon Burley
Department: Parks, Recreation & Cultural Services
Preparer: Shannon Burley
Background/History
There are six (6) organizations that lease space and enhance the community offerings in Edmonds at the
Frances Anderson Center (FAQ one (1) child care provider - Main Street Kids, one (1) preschool -
Edmonds Montessori, two (2) art based programs - Edmonds Arts Festival Foundation and Sculptor's
Workshop and two (2) recreation based programs - Olympic Ballet and Sno-King Youth Club. In prior
years, each tenant was issued a building use agreement outlining terms and conditions and setting an
annual payment per square foot of usage, utilities and leasehold tax if applicable. Annual adjustments tc
the rates are calculated based on the most recent CPI index for our region. Historically these
agreements were drafted and authorized by the Director of Parks, Recreation and Cultural Services. In
2020 it was determined they should be brought before Council for authorization.
Staff Recommendation
Forward to the Consent agenda on January 19, 2021
Narrative
COVID-19 has been particularly hard on many of the tenants in large part due to the closure of the
Frances Anderson Center to the public. The Center closed in March 2020 and remains closed to the
public in January 2021. Tenants are allowed in the building however they must follow strict safety
guidelines often limiting their ability to generate revenue. In April 2020 Council authorized a tenant
relief program allowing the Department Director to temporarily suspend lease obligations (through
August 2020). All but the child care provider took advantage of this program. To date only one tenant is
unable to fulfill their full lease obligations, however they have plans to remedy the back payment when
programming resumes.
Attached are six (6) building use agreements; each has been approved by Legal and the Tenant. Due to
the COVID-19 impacts on tenants and the prolonged closure of the building, staff requests that the price
per square foot in each lease agreement remain the same as it was in 2020 thus keeping all lease
payments flat (see attached matrix).
Further, the staff requests authority to suspend and/or reduce required payments due to any significant
closure of the building to the public. Specifically, any prolonged closure which results in the inability of
the tenant to conduct business. The related proposed revised language can be found in the final
paragraph of each agreement.
Packet Pg. 40
2.3
Finally, several tenants have requested multi -year arrangements, these terms are also outlined on the
matrix attached. Lease payments will continue to be updated annually based on the CPI Index regardless
of the building use agreement term.
Tenants are as follows:
Edmonds Arts Festival Foundation - gallery space near the entrance - 3 year agreement
Edmonds Montessori - 100 level classrooms - 3 year agreement
Toddle Time's Main Street Kids - 100 level classrooms - 5 year agreement
Olympic Ballet - 100 & 300 level classrooms - 1 year agreement
Sculptor's Workshop - 200 level classrooms - 1 year agreement
Sno-King Youth Club - 100 level office space - 3 year agreement
Attachments:
2021 FAC Lease Rates Proposed
EAFF Building Use Agreement 2021
Edmonds Montessori Building Use Agreement 2021
MSK Building Use Agreement 2021
Olympic Ballet Building Use Agreement 2021
Sculptors Workshop Building Use Agreement 2021
SnoKing Building Use Agreement 2021
Packet Pg. 41
Frances Anderson Center Proposed Monthly Lease Payment Calculations 2021
2.3.a
2021 FAC TENANTS
Sq ft
Per sq ft rate
Rate per
sq ft
increase
Lease
Payment
Water
Heat/Lights
Leasehold
Tax
Total per
month
Late Fee
.015
Proposed
Term
EDMONDS ARTS FESTIVAL MUSEUM
571.5
$ 1.012770
$0.00
$578.80
$ 30.00
NA
$608.80
$ 9.13
3 yrs
EDMONDS MONTESSORI
2,016.0
$ 1.012770
$0.00
$2,041.74
$25.00
$ 30.00
$ 262.16
$2,358.90
$35.38
3 yrs
MAIN STREET KIDS DAY CARE CTR
4,884.0
$ 1.012770
$0.00
$4,946.37
$80.00
$ 70.00
$ 635.11
$5,731.48
$85.97
5 yrs
OLYMPIC BALLET
$4,569.89
$30.00
$ 70.00
$ 594.09
$ 5,263.98
$78.96
1 yr
100 rooms (122 & 124)
2,017.0
$ 1.012770
$0.00
$2,042.76
$30.00
$ 70.00
$ 265.56
$ 2,408.32
300 rooms (300, 302, 303, 304, 305, 306)
3,384.0
$ 0.746790
$0.00
$2,527.14
$ 328.53
$ 2,855.67
SCULPTOR'S WORKSHOP
1,920.0
$ 1.012770
$0.00
$1,944.52
$25.00
$ 50.00
$249.68
$2,269.20
$34.04
1 yr
SNO-KING YOUTH CLUB
1,700.0
$ 1.012770
$0.00
$1,721.71
$15.00
$ 25.00
NA
1 761.71
$26.43
3 yrs
Monthly Total:
$17,994.07
Q
Packet Pg. 42
2.3.b
lhc. 1 g9v
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and EDMONDS ARTS FESTIVAL FOUNDATION as
Lessee.
1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Room 203 - 246 sq. ft.
Room 125 - 325.5 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for an art gallery and storage. No other
business or activities shall be undertaken on the premises without the written consent of the
Lessor. Lessee may not use hallways for storage or for a meeting area unless the space is
leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2023. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual
renewal term thereafter.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 43
2.3.b
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$608.80 per month for 2021. Said fee is broken down as follows:
(1) 571.5 sq. ft. at $1.01277/sq. ft. _ $578.80
(2) $-00- for state leasehold property tax (see item 6 below)
(3) $30.00 for power and heat (see item 7 below)
(4) $-00- per month for water service (see item 7 below)
Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual
basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set
forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma -
Bellevue area for the period from June to June, as is specified by the Bureau of Labor
Statistics, United States Department of Labor. All payments shall be paid at the office of the
Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If any monthly
payment is not received on or before the tenth day of each month, a late payment fee of $9.13
shall be assessed and then immediately due and payable by the Lessee. This late payment fee
is based upon the cost of comparable short term borrowing by the Lessee and may be
adjusted annually.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: A flat rate of $30.00 per month will be charged for providing power and heat
for 2021. This utility fee may be adjusted annually. Water service is not provided. In the
event the Lessee orders any other public utilities which shall be used in or charged against
the leased premises, Lessee shall pay the same during the full term of the Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 44
2.3.b
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 45
2.3.b
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 46
2.3.b
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole
control of the Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Any use of the leased area at times other than the current hours of
operation must be approved in writing by the Lessor. Any use of the Anderson Center
facilities other than leased space will require Lessee to make prior written arrangements with
Lessor and pay current rental rates.
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in
its sole discretion, to temporarily close the leased premises to the public for reasons related to
public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic
or other public health risk; a plumbing, heating or other building malfunction; or other
similar occurrence), and that closure renders the Lessee unable to conduct business at the
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 47
2.3.b
leased premises, the Lessor may, at the discretion of the Department Director (or designee),
suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above.
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
LESSOR: CITY OF EDMONDS:
Michael Nelson, Mayor
LESSEE: EDMONDS ARTS FESTIVAL FOUNDATION
[NAME/TITLE]
Mailing Address
City State Zip
Phone
Email
On this day of , 20, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Lessee, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 48
2.3.c
lhc. 1 g9v
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and EDMONDS MONTESSORI LLC as Lessee.
The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Room 126 - 1,024 sq. ft.
Room 121- 992 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for preschool instruction and after -school
child care. No other business or activities shall be undertaken on the premises without the
written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area
unless the space is leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2023. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual
renewal term thereafter.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 49
2.3.c
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$2,358.90 per month for 2021. Said fee is broken down as follows:
(1) 2,016 sq. ft. at $1.01 /sq. ft. _ $2,041.74
(2) $262.16 for state leasehold property tax (see item 6 below)
(3) $30.00 for power and heat (see item 7 below)
(4) $25.00 for water service (see item 7 below)
Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual
basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set
forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma -
Bellevue area for the period from June to June, as is specified by the Bureau of Labor
Statistics, United States Department of Labor. All payments shall be paid at the office of the
Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If any monthly
payment is not received on or before the tenth day of each month, a late payment fee of
$35.38 shall be assessed and then immediately due and payable by the Lessee. This late
payment fee is based upon the cost of comparable short term borrowing by the Lessee and
may be adjusted annually.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: For 2021, a flat rate of $30.00 per month will be charged for providing power
and heat, and a flat rate of $25.00 per month will be charged for providing leased spaces with
water. These fees may be adjusted annually. In the event the Lessee orders any other public
utilities which shall be used in or charged against the leased premises, Lessee shall pay the
same during the full term of the Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 50
2.3.c
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 51
2.3.c
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 52
2.3.c
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole
control of the Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Any use of the leased area at times other than the current hours of
operation must be approved in writing by the Lessor. Any use of the Anderson Center
facilities other than leased space will require Lessee to make prior written arrangements with
Lessor and pay current rental rates.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 53
2.3.c
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in
its sole discretion, to temporarily close the leased premises to the public for reasons related to
public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic
or other public health risk; a plumbing, heating or other building malfunction; or other
similar occurrence), and that closure renders the Lessee unable to conduct business at the
leased premises, the Lessor may, at the discretion of the Department Director (or designee),
suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above.
ATTEST/AUTHENTICATED: LESSOR: CITY OF EDMONDS:
Scott Passey, City Clerk Michael Nelson, Mayor
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
LESSEE: EDMONDS MONTESSORI LLC
[NAME/TITLE]
Mailing Address
City State Zip
Phone
Email
On this day of , 20, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Lessee, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 54
2.3.c
r
Q
Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 55
2.3.d
lhc. 1 g9v
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSONMAYOR
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and Angie Bahm dba TODDLE TIME'S MAIN STREET
KIDS as Lessee.
1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Rooms 132A, 132B, 133,133A, 135A, 135B, 137,139, Lounge Rm, Storage Rm
Total Space = 4,884 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for children's day care/preschool
activities. No other business or activities shall be undertaken on the premises without the
written consent of the Lessor. Lessee may not use hallways for storage or for a meeting area
unless the space is leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2025. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2025 or December 31 of any annual
renewal term thereafter.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 56
2.3.d
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$5,731.48 per month for 2021. Said fee is broken down as follows:
(1) 4,884 sq. ft. at $1.01277/sq. ft. _ $4,946.37
(2) $635.11 for state leasehold property tax (see item 6 below)
(3) $70.00 for power and heat (see item 7 below)
(4) $80.00 per month for water service (see item 7 below)
Fees for 2022, 2023, 2024, 2025 and any annual renewal term thereafter shall be adjusted on
an annual basis. Such fees shall increase by one hundred percent (100%) of that percentage
increase set forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the
Seattle -Tacoma -Bellevue area for the period from June to June, as is specified by the Bureau
of Labor Statistics, United States Department of Labor. All payments shall be paid at the
office of the Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If
any monthly payment is not received on or before the tenth day of each month, a late
payment fee of $85.97 shall be assessed and then immediately due and payable by the
Lessee. This late payment fee is based upon the cost of comparable short term borrowing by
the Lessee and may be adjusted annually.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: For 2021, a flat rate of $70.00 per month will be charged for providing power
and heat, and a flat rate of $80.00 per month will be charged for providing leased spaces with
water. These utility fees may be adjusted annually. In the event the Lessee orders any other
public utilities which shall be used in or charged against the leased premises, Lessee shall
pay the same during the full term of the Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 57
2.3.d
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 58
2.3.d
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 59
2.3.d
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole
control of the Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Toddle Time's Main Street Kids approved hours of operation are
6:00am — 6:00 pm, Monday -Friday. Any use of the leased area at times other than the current
hours of operation must be approved in writing by the Lessor. Any use of the Anderson
Center facilities other than leased space will require Lessee to make prior written
arrangements with Lessor and pay current rental rates.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 60
2.3.d
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines,
in its sole discretion, to temporarily close the leased premises to the public for reasons
related to -public health and safety (e.g., a natural event, such as an earthquake or tornado;
a pandemic or other public health risk; a plumbing, heating or other building malfunction;
or other similar occurrence), and that closure renders the Lessee unable to conduct
business at the leased premises, the Lessor may, at the discretion of the Department
Director (or designee), suspend and/or modify the fees and/or utility payments set forth in
Sections 5 and 7 above.
ATTEST/AUTHENTICATED: LESSOR: CITY OF EDMONDS:
Scott Passey, City Clerk Michael Nelson, Mayor
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
LESSEE: TODDLE TIME'S MAIN STREET KIDS
Amanda Bahm, Owner
Mailing Address
City State Zip
Phone
Email
On this day of , 20, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Lessee, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 61
2.3.d
a
Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 62
2.3.e
lac. 1 Sy\)
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
MIKE NELSON MAYOR
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and OLYMPIC BALLET SCHOOL MVOG, INC. as Lessee
1. The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Room 122 —1,617 sq. ft.
Room 124 — 400 sq. ft.
Room 300 — 78 sq. ft.
Room 302 — 744 sq. ft.
Room 303/305, 304 and 306 — 2,562 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for office, ballet and dance school, and
performing company. No other business or activities shall be undertaken on the premises
without the written consent of the Lessor. Lessee may not use hallways for storage or for a
meeting area unless the space is leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2021. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan
Packet Pg. 63
2.3.e
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2023.
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$5,256.66 per month for 2021. Said fee is broken down as follows:
(1) 3,384sq. ft. at $.746790/sq. ft. _ $2,527.14
(2) 2,017 sq. ft. at $1.012770/sq. ft. _ $2,042.76
(3) $586.77 for state leasehold property tax (see item 6 below)
(4) $70.00 for power and heat (see item 7 below)
(5) $30.00 per month for water service (see item 7 below)
If any monthly payment is not received on or before the tenth day of each month, a late
payment fee of $78.96shall be assessed and then immediately due and payable by the
Lessee. This late payment fee is based upon the cost of comparable short term borrowing
by the Lessee.
All payments shall be paid at the office of the Edmonds City Treasurer, 121 5th Avenue N,
Edmonds, Washington, 98020.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: A flat rate of $70.00 per month will be charged for providing power and heat,
and a flat rate of $30.00 per month will be charged for providing water. In the event the
Lessee orders any other public utilities which shall be used in or charged against the leased
premises, Lessee shall pay the same during the full term of the Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 64
2.3.e
11
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 65
2.3.e
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 66
2.3.e
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole
control of the Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Any use of the leased area at times other than the current hours of
operation must be approved in writing by the Lessor. Any use of the Anderson Center
facilities other than leased space will require Lessee to make prior written arrangements with
Lessor and pay current rental rates.
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in
its sole discretion, to temporarily close the leased premises to the public for reasons related to
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 67
2.3.e
public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic
or other public health risk; a plumbing, heating or other building malfunction; or other
similar occurrence), and that closure renders the Lessee unable to conduct business at the
leased premises, the Lessor may, at the discretion of the Department Director (or designee),
suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above.
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
LESSOR: CITY OF EDMONDS:
Michael Nelson, Mayor
LESSEE: OLYMPIC BALLET SCHOOL MVOG, INC.
[NAME/TITLE]
Mailing Address
City State Zip
Phone
Email
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan
Packet Pg. 68
2.3.e
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
On this day of , 20, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
, to me known to be the of the Lessee
that executed the foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said Lessee, for the uses and purposes therein mentioned, and on oath
stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan I Packet Pg. 69
2.3.f
lhc. 1 g9v
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and SCULPTORS WORKSHOP as Lessee.
The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Rooms 210 and 211 = 1,920 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for pottery, sculpting, and studio use. No
other business or activities shall be undertaken on the premises without the written consent of
the Lessor. During the two times per year on which the Lessee conducts its biannual sales on
the premises, the Lessee may use the hallway and the meeting room located by the back door,
as well as approximately four tables. On those sale days, the Lessee may park in the parking
area behind the workshop for purposes of loading and unloading. Otherwise, the Lessee may
not use hallways for storage or for a meeting area unless the space is leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2021. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2021.
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$2,269.20 per month for 2021. Said fee is broken down as follows:
(1) 1,920 sq. ft. at $1.01277/sq. ft. = $1,944.52
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 70
2.3.f
(2) $249.68 for state leasehold property tax (see item 6 below)
(3) $50.00 for power and heat (see item 7 below)
(4) $25.00 per month for water service (see item 7 below)
Renewal fees will be established by mutual agreement of both parties. All payments shall be
paid at the office of the Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington,
98020. If any monthly payment is not received on or before the tenth day of each month, a
late payment fee of $34.04 shall be assessed and then immediately due and payable by the
Lessee. This late payment fee is based upon the cost of comparable short term borrowing by
the Lessee.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: For 2021, a flat rate of $50.00 per month will be charged for providing power
and heat, and a flat rate of $25.00 per month will be charged for providing leased spaces with
water. In the event the Lessee orders any other public utilities which shall be used in or
charged against the leased premises, Lessee shall pay the same during the full term of the
Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 71
2.3.f
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 72
2.3.f
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 73
2.3.f
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival evening event to enable the Edmonds Arts Festival to exercise sole
control of the Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Any use of the leased area at times other than the current hours of
operation must be approved in writing by the Lessor. Any use of the Anderson Center
facilities other than leased space will require Lessee to make prior written arrangements with
Lessor and pay current rental rates.
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in
its sole discretion, to temporarily close the leased premises to the public for reasons related to
public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic
or other public health risk; a plumbing, heating or other building malfunction; or other
similar occurrence), and that closure renders the Lessee unable to conduct business at the
leased premises, the Lessor may, at the discretion of the Department Director (or designee),
suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above.
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 74
2.3.f
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
LESSOR: CITY OF EDMONDS:
Michael Nelson, Mayor
LESSEE: SCULPTORS WORKSHOP
[NAME/TITLE]
Mailing Address
City State Zip
Phone
Email
On this day of , 20, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Lessee, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 75
2.3.g
lhc. 1 g9v
CITY OF EDMONDS
700 MAIN ST I EDMONDS, WA 98020 1425.771.0230 1 FAX 425.771.0253 MIKE NELSON MAYOR
PARKS, RECREATION AND
CULTURAL SERVICES DEPARTMENT
BUILDING USE AGREEMENT
THIS AGREEMENT, made this day of December 2020, by and between the CITY
OF EDMONDS, a non -charter optional municipal code city organized under the laws of the
State of Washington, as Lessor, and SNO-KING YOUTH CLUB as Lessee.
The Lessor does hereby lease to the Lessee, and the Lessee does hereby lease from the
Lessor, parts of certain premises situated in the City of Edmonds, County of Snohomish,
State of Washington, generally known as the Frances E. Anderson Cultural and Leisure
Center, located at 700 Main Street, Edmonds, and described as follows:
Rooms 111 and 113 (two-thirds [2/31 of space as divided) =1,700 sq. ft.
2. DECLARATION: The Lessor hereby declares its determination that parts of the subject
property are not presently required for City recreation purposes. Upon a determination by
the Director of Parks and Recreation, or other official designated by the Director or the
Mayor, that subject premises may become necessary for City recreation purposes, this Lease
shall be terminable unilaterally by the City of Edmonds ninety (90) days after the notification
of the Lessee as provided in paragraph 19. Upon determination by Lessee that subject
premises will no longer be needed, the Lessee will send a written notification to the City of
Edmonds ninety (90) days prior to vacating the premises. Nothing herein shall limit the right
of the City to terminate this Lease for breach of any term of this Lease.
3. PURPOSES: The subject property is to be used for office and storage. No other business or
activities shall be undertaken on the premises without the written consent of the Lessor.
Lessee may not use hallways for storage or for a meeting area unless the space is leased.
4. TERM: This Lease shall be for an initial term commencing on January 1, 2021 and ending
on December 31, 2023. It may be renewed at the sole discretion of the Lessor for future
annual terms, upon determination by the Lessor that the premises will be not be required for
City recreation purposes during the ensuing year. Said determination to renew shall be made
on or before November 1 of the preceding year of the Lease; failure to provide written notice
of renewal shall terminate the lease on December 31, 2023 or December 31 of any annual
renewal term thereafter.
5. FEES AND FEE PAYMENTS: Lessee covenants and agrees to pay the Lessor a total fee of
$1,761.71 per month for 2021. Said fee is broken down as follows:
(1) 1,700 sq. ft. at $1.012770/sq. ft. = $1,721.71
(2) -00- for state leasehold property tax (see item 6 below)
(3) $25.00 for power and heat (see item 7 below)
(4) $15.00 per month for water service (see item 7 below)
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 76
2.3.g
Fees for 2022, 2023 and any annual renewal term thereafter shall be adjusted on an annual
basis. Such fees shall increase by one hundred percent (100%) of that percentage increase set
forth in the All Urban Consumers Index (CPI-U) (1982-1984=100) for the Seattle -Tacoma -
Bellevue area for the period from June to June, as is specified by the Bureau of Labor
Statistics, United States Department of Labor. All payments shall be paid at the office of the
Edmonds City Treasurer, 121 5th Avenue N, Edmonds, Washington, 98020. If any monthly
payment is not received on or before the tenth day of each month, a late payment fee of
$26.43 shall be assessed and then immediately due and payable by the Lessee. This late
payment fee is based upon the cost of comparable short term borrowing by the Lessee and
may be adjusted annually.
6. LEASEHOLD PROPERTY TAX: Lessee is liable for the state leasehold property tax unless
the Lessee is exempt pursuant to Chapter 82.29A RCW and has filed the necessary
exemption form with the Lessor's Finance Division.
7. UTILITIES: For 2021, a flat rate of $25.00 per month will be charged for providing power
and heat, and a flat rate of $15.00 per month will be charged for providing leased spaces with
water. These fees may be adjusted annually. In the event the Lessee orders any other public
utilities which shall be used in or charged against the leased premises, Lessee shall pay the
same during the full term of the Lease.
8. MAINTENANCE AND REPAIRS: The Lessor will maintain the premises in good repair for
the term of the lease, provided the Lessee notifies Lessor of any such needed repairs. Leased
space shall be maintained in a clean, neat, sanitary, and safe condition. The Lessee agrees to
provide for its own day-to-day cleaning and general upkeep. Lessee agrees that the Lessor
shall have access to the premises for purposes of inspection at reasonable hours during the
term of this Lease, including renewals. The Lessee agrees that it will quit and surrender the
premises without demand or notice at the end of the term, or renewal thereof, and leave the
same in a neat and clean condition, and will deliver up all keys belonging to the premises to
the Lessor.
9. RESPONSIBILITIES: Lessee's Negligence: Lessor or Lessor's agents shall not be liable
for any damage or injuries either to persons or property, sustained by the Lessee, its
employees, agents, or third persons by reason of the negligent act of the Lessee, its agents,
employees, or invitees, nor shall Lessor be liable for loss of any property kept on the
premises.
10. INSURANCE: The Lessee shall procure and maintain, for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the Lessee's operation and use of the subject premises. Lessee's
maintenance of insurance as required by this Agreement shall not be construed to limit the
liability of the Lessee to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Lessee shall obtain insurance of the types described below:
Commercial General Liability insurance shall be written on Insurance Services Office
(ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 77
2.3.g
City shall be named as an insured on Lessee's Commercial General Liability insurance
policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or
a substitute endorsement providing equivalent coverage. Commercial General Liability
insurance shall be written with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate.
2. Property insurance shall be written on an all risk basis. Property insurance shall be
written covering the full value of Lessee's property and improvements with no
coinsurance provisions.
The Lessee's Commercial General Liability insurance policy or policies are to contain, or
be endorsed to contain, that they shall be primary insurance as respect to the Lessor. Any
Insurance, self-insurance, or insurance pool coverage maintained by the Lessor shall be in
excess of the Lessee's insurance and shall not contribute with it. Insurance is to be
placed with insurers with a current A.M. Best rating of not less than A: VII.
At the time of execution of this Agreement, the Lessee shall furnish the Lessor with
original certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Lessee. The Lessee shall provide the Lessor with written notice of
any policy cancellation, within two business days of their receipt of such notice.
Lessee and Lessor hereby release and discharge each other from all claims, losses and
liabilities arising from or caused by any hazard covered by property insurance on or in
connection with the premises or said building. This release shall apply only to the extent
that such claim, loss or liability is covered by insurance.
Failure on the part of the Lessee to maintain the insurance as required shall constitute a
material breach of lease, upon which the Lessor may, after giving five business days'
notice to the Lessee to correct the breach, terminate the Lease or, at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with any
sums so expended to be repaid to the Lessor on demand.
11. LAWFUL USE: The Lessee covenants and agrees that the premises shall be at all times used
in accordance with the laws of the State of Washington, the Edmonds City Code, and other
appropriate and applicable governmental agencies, and in accordance with all the directions,
rules, and regulations of health officers, fire marshals, building inspectors, or other
appropriate officer, provided, however, Lessee shall assume no responsibility for structural
code requirements or required modifications, if any.
The governmental operations of the City of Edmonds will no longer purchase or provide
single -use polystyrene or other plastic -based, non-compostable food service packaging or
ware for any City -sponsored function providing food and/or beverages. Renters and
officially -recognized users of City owned buildings are strongly encouraged to comply with
these restrictions.
12. ALTERATIONS OR IMPROVEMENTS: The Lessee covenants and agrees that it will make
no alterations or improvements to the leased premises, or to any of the furniture or equipment
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 78
2.3.g
located on the premises subject to this Lease without the prior written consent of the Lessor.
Lessor is not obligated to grant its consent.
The Lessor shall be under no obligation to make additions or changes to the leased premises
after the Lessee occupies the space. Changes and additions include, but are not limited to,
painting, electrical or plumbing changes, additions or alterations to doors, windows,
draperies, walls, floors and vents, locks (unless required for building security), or any other
change unless Lessor determines it is required for health and/or safety.
13. SIGNS: The Lessor will order lettering for exterior and interior informational signs, with the
Lessee listed as a tenant in the Anderson Center. The cost of the lettering will be paid by
Lessee. All other signs must be approved in writing by the Lessor's Deputy Director or
designee prior to being installed and be in keeping with the Anderson Center's sign policy.
Lessee will not use exterior windows for permanent signs or displays without the written
permission of the Lessor.
14. DISPLAYS: Lessee can display materials to advertise business in hallway display case, and
other display boards in Anderson Center with the approval of the Lessor's Deputy Director or
designee.
15. LIENS: Lessee agrees that under no circumstances will it permit any liens for work
performed, materials furnished, or other obligations incurred by the Lessee.
16. ASSIGNMENT: Lessee shall not let or sublet the whole or any part of the subject premises,
nor assign the Lease or any part thereof, and agrees and stipulates that a material
consideration for the execution of this Lease is its personal acceptance of the Lease
Agreement.
17. EXCLUSIVE USE: The Lessee covenants and agrees that it will not permit or tolerate the
use of the subject premises by any group, organization, individual, or legal entity other than
the reasonable and necessary use by the Lessee, its employees, or responsible adult
participants and children duly enrolled in its authorized programs, without the prior written
permission of the Lessor.
18. FIRE AND OTHER CASUALTY: In the event the premises are destroyed or damaged by
fire, earthquake, or other casualty to such an extent as to render the same untenantable in
whole or in a substantial part, the term of this Lease and the obligation to pay shall terminate,
with rent prorated to the date of the loss.
19. NOTICES: All notices required by this Lease or breaches thereof shall be sent by certified or
registered mail to the Lessor at Edmonds Parks, Recreation & Cultural Services Department,
700 Main Street, Edmonds, Washington, 98020, and all such notices to the Lessee shall be
sent by registered or certified mail and addressed to the Lessee at 700 Main Street, Edmonds,
Washington, 98020, and delivery of all such notices shall be conclusively presumed to be
effective upon posting of such in the United States mail, postage prepaid.
20. DEFAULT AND REENTRY: If Lessee violates or defaults in any of the covenants and
agreements contained herein, then the Lessor may immediately cancel the term of this Lease
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 79
2.3.g
and reenter said premises. The Lessor shall be the sole distributor of keys and shall control
the door locks. The keys may not be duplicated by the Lessee. Padlocks may not be added
to any door. All keys shall be returned to Lessor upon termination of the Lease. If any key is
not returned to Lessor, Lessee shall bear the costs for rekeying the premises and/or the
Frances Anderson Center, as appropriate.
21. COSTS AND ATTORNEYS FEES: In the event of a failure of the Lessee to perform any
obligation created by this Lease, the Lessee agrees to pay all damages and costs necessarily
incurred by the City, including reasonable attorney's fees.
22. NON -WAIVER OF BREACH: The failure of a party to insist upon strict performance of
any of the covenants and agreements of this Lease or to exercise any option herein conferred
in any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, or any other covenants or agreement, but the same shall be and remain in full
force and effect.
23. REMOVAL OF LESSEE'S PROPERTY: In the event of any entry in, or taking possession
of, the leased premises as aforesaid, the Lessor shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may place the
same in storage in a public warehouse at the expense and risk of the owners thereof.
24. HOLD HARMLESS: Lessee agrees to indemnify, defend, and hold Lessor, its officers,
officials, employees and volunteers harmless from any and all claims, suits, actions or
liabilities for bodily injury or death or property damage suffered or alleged to be suffered by
Lessee, its agents, employees, invitees or other third parties upon or about the leased
premises or in any way arising out of or in connection with the Lessee's use of the leased
premises, regardless of any negligence of the Lessor or Lessee. The intent of this paragraph
is to have Lessee act an insurer as to Lessor.
25. EDMONDS ARTS FESTIVAL ANNUAL PREVIEW PARTY: The Lessee agrees to cease
instruction and practices and vacate the Anderson Center no later than 5:00 PM on the day of
the annual Arts Festival to enable the Edmonds Arts Festival to exercise sole control of the
Anderson Center premises that night.
26. HOURS OF OPERATION: Lessee agrees that the hours of operation of the Anderson
Center shall be determined by Edmonds Parks, Recreation and Cultural Services Department.
Hours of operation are 8:30am-8:30pm, Monday -Friday; and Saturday, 9:00am-2:00pm.
Lessor reserves the right to amend these hours at any time and to determine days when the
building will be closed. Any use of the leased area at times other than the current hours of
operation must be approved in writing by the Lessor. Any use of the Anderson Center
facilities other than leased space will require Lessee to make prior written arrangements with
Lessor and pay current rental rates.
27. PREMISES AVAILABILITY: The parties agree that in the event the Lessor determines, in
its sole discretion, to temporarily close the leased premises to the public for reasons related to
public health and safety (e.g., a natural event, such as an earthquake or tornado; a pandemic
or other public health risk; a plumbing, heating or other building malfunction; or other
similar occurrence), and that closure renders the Lessee unable to conduct business at the
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan Packet Pg. 80
2.3.g
leased premises, the Lessor may, at the discretion of the Department Director (or designee),
suspend and/or modify the fees and/or utility payments set forth in Sections 5 and 7 above.
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
COUNTY OF SNOHOMISH)
LESSOR: CITY OF EDMONDS:
Michael Nelson, Mayor
LESSEE: SNO-KING YOUTH CLUB
[NAME/TITLE]
Mailing Address
City State Zip
Phone
Email
On this day of , 20_, before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn, personally
appeared , to me known to be the
of the Lessee that executed the foregoing instrument, and acknowledged the said instrument to
be the free and voluntary act and deed of said Lessee, for the uses and purposes therein
mentioned, and on oath stated that he/she was authorized to execute said instrument.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
• Incorporated August 11, 1890 •
Sister City - Hekinan, Japan
Packet Pg. 81
2.4
City Council Agenda Item
Meeting Date: 01/12/2021
Waterfront Center Building Use Agreement
Staff Lead: Shannon Burley
Department: Parks, Recreation & Cultural Services
Preparer: Shannon Burley
Background/History
In 1967 the South County Senior Center (SCSC) was founded and began offering programs at the current
waterfront location. After obtaining a 501c3 status in 1968 they became the first non-profit senior
center in Snohomish County. Four years later, the SCSC was featured at the Second White House
Conference as the model for the multipurpose senior center concept which led to the formation of
thousands of senior centers throughout the country.
The present waterfront property was purchased in 1972 with a $300,000 HUD grant obtained by SCSC
and a $100,000 local match from the City of Edmonds. As a result, the City came to own the property
and declared it would be the permanent home of the senior center. The early years saw a number of
innovative programs including performing musical and drama groups, the Job Bureau, a robust long-
distance travel program, the creation of the Thrift Store and Country Boutique for senior crafts,
partnering with Edmonds Community College to offer seniors education classes, a mentoring program at
the Edmonds School District, and the creation of many health & wellness activities/services.
From 1975 through 1985 a number of State grants enabled the connection of the two original buildings
and the creation of the most recent (now demolished) senior center. Much of the work was performed
by community volunteers.
In 2008 SCSC underwent a significant governance change and became a membership driven organization
with 18 of 21 Board positions elected by the membership. After a year of political and legal action and
debate within the Center and the community, the November 2008 election, monitored by the League of
Women Voters and over 600 voters, decisively established this form of organizational structure.
In 2011 the legal name was changed to the Edmonds Senior Center (ESC) and with the passage of the
City's Strategic Action Plan in 2013, the organization began work to replace the existing aging structure
with a new Edmonds Waterfront Center designed to serve all ages. Four years later in late October 2017,
the Edmonds Senior Center hosted the Waterfront Center Gala, kicking off the $16.35 million
community fundraiser campaign needed to replace the 58-year-old building.
The City Council authorized a ground lease agreement (Attachment #1), in 2019, by which the Edmonds
Senior Center will lease the city -owned land under the new Edmonds Waterfront Center for 40 years. At
the end of the 40-year lease, the agreement calls for the ESC to either turn over ownership of the Center
to the City of Edmonds or renew the lease for an additional 15 years.
Packet Pg. 82
2.4
In 2020, City Council adopted Resolution 1450 (Attachment #2), authorizing the execution of an
assignment of deposit account and an amendment to the ground lease in relation to the City's provision
of $2,000,000 collateral in support of the ESC's borrowing of up to $2,000,000 from First Financial
Northwest Bank to complete construction of the Edmonds Waterfront Center. The amendment further
defines key partnership parameters for example but not limited to: office space allowances, definition of
dates and hours of allowable City usage and definition of catering parameters which had arisen
following the execution of the ground lease. Resolution 1450 contains strong incentives designed to
increase the likelihood of the ESC to fully repay any funds borrowed from the bank.
The new Edmonds Waterfront Center, a modern, LEED Gold, all -electric, 26,000 sf regional community
center is set to open its doors when COVID restrictions are lifted, offering programs for all generations.
Daily from 8:OOam-4:OOpm most of the programs will be aimed at seniors and organized by the ESC.
Monday through Thursday 4:00-10:OOpm programs for all ages will be offered by the City's Parks,
Recreation and Cultural Services department. During weekends, the facility offering emphasizes banquet
room rentals managed by the ESC.
Staff Recommendation
Forward this Waterfront Center Building Use Agreement to the January 19, 2021 City Council Consent
Agenda for consideration of approval which would authorize the Mayor to sign the agreement.
Narrative
The Waterfront Center Building Use Agreement (Attachment #3 further defines operating procedures,
expectations and responsibilities and is tied closely to the previously adopted and amended ground
lease. It is intended to memorialize the coordinated use and control of the Edmonds Waterfront Center
building and grounds.
The term of this Building Use Agreement is 5 years, allowing for 5-year extensions provided that at no
time this agreement will expire later than the expiration of the ground lease. The Agreement addresses
many operational components of utilizing a shared community space such as security, staffing,
equipment usage, rentals, advertising and sponsorship, fee structure, record keeping and audit,
maintenance and utilities, responsibility for damage, dispute resolution, default and remedies,
insurance, hold harmless, force majeure and general provisions.
At this time the City has hired one full-time employee expected to work out of the Edmonds Waterfront
Center and has begun developing programming for the building pending the loosening of COVID-19
restrictions.
The operational agreement under consideration has been agreed upon by both the City and ESC staff.
Further, it has been reviewed and approved by City legal counsel.
Attachments:
Attachment #1 2019-10-20 Edmonds Senior Center Ground Lease
Attachment #2 Resolution 1450 Senior Center Ground Lease Amendment
Attachment #3 Waterfront Center Building Use Agreement
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RETURN NAME & ADDRESS
Clerks Office
121 5th Ave N
Edmonds, WA 98020
Please print neatly or type information
Document Title(s)
Ground Lease
Reference Number(s) of related documents:
Additional Reference Ws on page _
Grantor(s) (Last, First, and Middle Initial)
City of Edmonds
Additional Grantors on page
Grantee(s) (Last, First, and Middle Initial)
The Edmonds Senior Center
Additional Grantees on page
Legal Description (abbreviated form: i.e. lot, block, plat or section, township, range,
quarter/quarter)
PTN GOVERMENT LOT 2, SECTION 23, TWP 27 N, RGE 3 E
Complete legal on page _
Assessor's Property Tax Parcel/Account Number
27032300104200
Additional parcel Ws on page _
The Auditor/Recorder will rely on the information provided on this form. The
responsibility for the accuracy of the indexing information is that of the document
preparer.
*1 am requesting an emergency nonstandard recording for an additional fee as provided in
RCW 36.18.010. 1 understand that the recording processing requirements may cover up or
otherwise obscure some part of the text of the original document.
Signature of Requesting Party
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GROUND LEASE
BETWEEN THE CITY
OF EDMOND S AND
THE EDMONDS SENIOR CENTER
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TABLE OF CONTENTS
LIST OF EXHIBITS ..... ............... ................ .......................
...........................................ii
GROUNDLEASE.................................................................................... 1
SECTION 1. AGREEMENT TO LEASE PROPERTY......................................................... 1
SECTION2. TERM.......................................,.........................................................................2
SECTION3. RENT......................................................................................... 3
SECTION 4. SENIOR CENTER'S OTHER OBLIGATIONS .... ....................................... 3
SECTION 5. CITY AUTHORITYAND OBLIGATIONS ...................................................... 6
SECTION 6. INDEMNITY, INSURANCE .................................... ........................................... 8
SECTION7. DEFAULT ...................... .•-............................ -....................................... -..........II
SECTION 8. REPRESENTATIONS.....................................................................................12
SECTION 9. GENERAL PROVISIONS.................................................................................. 13
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LIST OF EXIBITS
EXHIBIT A
Property Description
EXHIBIT B
Access and Parking Easement
EXHIBITC
Utility Easement
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GROUND LEASE
BETWEEN THE CITY OF EDMONDS
AND THE EDMONDS SENIOR CENTER
THIS GROUND LEASE (this "Lease"), effective the 15fh day of April, 2019
("Effective Date") is between THE CITY OF EDMONDS, a municipal corporation of the State
of Washington (the "City") and THE EDMONDS SENIOR CENTER, a nonprofit corporation
under the laws of the State of Washington (the "Senior Center").
WHEREAS, the City and the Senior Center entered into a Lease dated December 1,
2008 (the "2008 Lease"), the Term of which was scheduled to expire in 2020 unless extended
by one or both of the two five-year extensions in the 2008 Lease.
WHEREAS, the 2008 Lease encompasses a portion of the real properly that is subject
to this Lease and the parties intend that this Lease supersede the 2008 Lease.
The parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and intending to be legally bound by the terms and conditions of this
Lease, agree as follows:
SECTION 1.
AGREEMENT TO LEASE PROPERTY
1.1 Agreement to Lease -and Descrigti2a of Property. The City hereby leases to the
Senior Center and the Senior Center leases from the City that certain real property described
and shown on Exhibit A attached hereto together with all improvements located thereon or to
be located thereon (the "Property"). The Properly is the ` square foot area upon which the
Senior Center is to construct its Edmonds Waterfront Center Building (the "Building").
1.1.1 Access and Parkin Easement. During the term of this Lease, Senior
Center shall have a non-exclusive easement for a term of years over and across the real property
legally described in and on the terms and conditions set forth in Exhibij B (the "Access and
Parking Easement") for ingress, egress and parking for the Property. Nothing herein or in the
Access and Parking Easement shall prevent the City from signing and regulating the parking
lot to make it time -limited, to reserve certain spots for electric vehicles, or to make other similar
modifications to the way the parking lot is used. Senior Center shall make reasonable efforts to
ensure that its rental activities do not overburden the parking lot, particularly during daylight
hours. Such reasonable efforts may include the use of valet parking, the use shuttle buses from
an off -site parking location, and/or other means, PROVIDED THAT the determination as to
whether such means are necessary, and, if so, which to employ, shall be mutually agreeable
and subject to the dispute resolution process in Section 9.18, in the event that the parties cannot
agree.
1.1.2 Utility Easement. During the term of this Lease, Senior Center shall have
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a non-exclusive easement for a term of years over, under and across the real property legally
described in and on the terms and conditions set forth in Exhibit C (the "Utility Easement") to allow
utility connections to and from the Property.
1.2 t;se of the Properly.
1.2.1 AlloEgd [;..kes of the Property by the Senior Center. Except as otherwise
provided herein, the Senior Center shall use the Property for the purpose of constructing, maintaining,
and operating a non-profit community resource center to be known as the "Edmonds Waterfront
Center" serving the needs of the local population, in particular, poor, infirm and otherwise vulnerable
seniors and other members of the community.
1.2.1.1 Notwithstanding the foregoing, the Senior Center may from time to
time utilize portions of the Property for revenue -generating activities including, but
not limited to, rentals, events and the operation of a thrift store and cafe, provided that
all revenues generated therefrom shall be utilized by the Senior Center exclusively
for the purposes set forth in Section 1.2.1, above.
1.2.2 ONI Lowed Use,, of the Property bY City . The City of Edmonds shall be given
access to the Building so it may offer recreational and other programs to the public. Except for the
thrift shop and cafe areas, the City will be allowed first -priority use of the Building Monday through
Thursday, 4:00 pm - close. The Senior Center shall have first -priority use of the Building at all other
times. The City and Senior Center agree to meet on a regular on -going basis (at. [east quarterly) to
review their respective program schedules and determine whether there is any unprogrammed
(surplus) time after accounting for each party's program needs during that parVs first -priority time
periods. At these meetings each party shall offer its remaining unprogrammed first -priority time slots
to the other party for use by the other party. Senior Center acknowledges that the grounds surrounding
the Property are a public park and shall remain open to the public subject to the City's reasonable
regulations relate to uses, hours, etc.
1.2.3 The City is not responsible for repair and/or maintenance of the Building;
provided, however, as part of the City's allowed use of the Building, the City may be charged for
mutually agreed upon costs directly associated with its use of the Building (i.e. utilities, site monitor,
cleaning, etc.).
SECTION 2. TERM
2.1 initial Term. The term of this Lease ("Lease Term") shall extend for a period of Forty
(40) years commencing on April 15, 2019, and terminating on April 14, 2059, subject to the right of
the Senior Center to extend the Lease Term as provided herein.
2.2 Extension Term. The Lease Term inay be extended by the Senior Center for an
additional period of Fifteen (15) years.
2.2.1 Conditions of l xtensiami. fn order for the Senior Center to extend the Lease
Term, it shall: (i) not be in material default at the time of providing Notice of its Lease Extension
and thereafter; (ii) provide written Notice of its Lease Extension at least one hundred eighty (180)
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days prioir to the Termination oFthe Leas eTemi.
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2.2.2 Process for Extension. No sooner than three hundred sixty-five (365) days
and no later than one hundred eighty (180) days prior to the expiration of the Lease Term, Senior
Center shall provide written notice of its intention to exercise the Extension Term. The City and
Senior Center shall meet no later than one hundred twenty (120) days prior to the expiration of the
Lease Term to confirm the Extension Term, discuss any matters pertaining thereto and sign a Lease
Addendum incorporating the Extension Term and any mutually acceptable matters pertaining to
the Extension Term.
SECTION 3. RENT
3.1 Rent, In consideration for the use of the Property as specified in this Lease, the Senior
Center shall pay to the City a total payment of Ten Dollars ($10.00) per year, and such sum shall
be paid within ten (10) days from the date of execution of this Lease and within ten (10) days
following January 1 st of each calendar year of each year during the Term of this Lease. The parties
mutually agree and acknowledge that the Senior Center's operation of the Building upon the
Property effectuates a fundamental government purpose and public benefit such as to obviate the
necessity of additional rental payment compensation, Furthermore, because the Senior Center's
mission is to enrich the social, physical, and intellectual wellbeing of seniors, the City is able to
lease this property to the Senior Center for less than fair market value under the poor and infirm
exception to the constitutional (Article 8, Section 7) prohibition on gifting or loaning of public
funds.
SECTION 4. SENIOR CENTER'S OTHER OBLiCAT[ONS
4.1 Construction of Iml2rovements_ The Senior Center and City are, through this Lease,
undertaking respective obligations to design, construct and maintain various improvements, which
improvements will be jointly used as described in this Lease and its attached exhibits. Unless
expressly stated otherwise, the Senior Center shall be obligated to design, construct, and maintain,
at its sole expense, the Building and all other improvements that are to be located on the Property.
Unless expressly stated otherwise, as, for example, in Section 4.4, the City shall be obligated to
design, construct, and maintain, at its sole expense, the parking lot, frontage improvements, and all
other improvements contemplated herein that are not to be located on the Property. These respective
obligations are described in more detail below.
4.1.1 City Am)rova1 and [ lwnershin. Senior Center shall undertake no demolition,
construction, remodeling, Alteration, or changes ("Work") on or to the Property without the prior
written consent of the City, which shall be within the discretion of the City Council to withhold or
deny. In applying its discretion, the City Council shall consider, among other factors deemed
relevant by the City Council, the extent to which the Senior Center has secured sufficient capital
and/or financing to complete the construction of the Building, the construction of other
improvements to the Property, and related financial obligations (including having an adequate
contingency fiord for the contemplated Work), the intended uses of the Property as described in
Section 1.2, as well as the Property's impacts upon the adjacent park. The consent contemplated in
this subsection 4.1.1 is separate and apait from the City's regulatory authority and the discretion to
withhold or deny approval under- this subsection 4.1.1 is not limited in the same way that the City's
regulatory discretion is limited.
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4.1.1.1 In addition to the need to obtain the consent required above, no
later than 21 days prior to commencing any Work on the Property, Senior Ccntcr shall also obtain
a temporary construction easement from the City to the extent that any portion of the City's other
property (outside the boundaries of the Property) will need to be used for construction purposes
related to the Work. The City shall cooperate with the Senior Center in the negotiation and execution
of the temporary construction easement and shall not unreasonably withhold its issuance. The
temporary construction easement shall address, among other factors, the means, methods, and
timing for coordinating the Senior Center's Work with the City's Work, if the City has a
contemporaneous construction project, as it will during the construction of the Building. Any
deviation from approved plans must also be approved, in writing, by the City.
4.1.1.2 rinprovements constructed by the Senior Center during the term
of this Lease shall be considered the Senior Center's property until the date this Lease is tcnninated.
Upon tennination of the Lease Term, together with Extension, if applicable, all improvements
located on the Property shall becor ne the property of the City, excepting trade fixtures, which may
be removed by Senior Center at its option.
4.1.1.3 The Senior Center will bring forth the schematic design of the
facility, including its footprint on the Property, to the City Council for approval. The City Council
will consider anti may opt to hold one or more public hearings on the schermatic design prior to
taking action. The Senior Center agrees not to proceed with the design development phase of the
design process until the schematic design of the facility, including its footprint on the Property, is
approved by the City Council. The Senior Center will also bring forth the design development phase
drawUigs of the facility to the City Council for approval. The Senior Center agrees not to proceed
with the construction document phase of the design process until the drawings from the design
development phase have been approved by the City Council. Any proposed substantive design
changes that are inconsistent with a. previous design approval (schematic or design development),
including proposed changes to the facility's footprint on the Property, shall also be subject of City
Council approval and shall be returned to the City Council as soon as practicable and not be deferred
until the approval of the next phase.
4.1.1.4 In the event there are any disputes that arise concerning decisions
made by the City under this Section 4.1.1, those disputes shall be subject to the dispute resolution
provisions in Section 9.1 S.
4.1.2 Pcrulits. Once approvals have been given by the City under 4-1.1, above, no
Work may commence until Senior Center obtains and delivers to the City copies of all necessary
govertimcntal permits. Senior Center must also supply the City %vith a copy of any occupancy permit
required and any certification required by the fire marshal, prior to Senior Center's occupancy of
the Property.
4.1.3 Construction Selicdulc. Construction Work must be completed within the
earlier of two (2) years of the receipt of consent to perform the Work obtained under Section 4.1.1
or three (3) years of the Commencement Date of this Lease. If construction is begun within one
(1) year of the receipt of consent and diligently perforincd thereafter, the City will grant Senior
Center a one (1) year extension to complete construction, if needed, so long as Senior Center
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notifies the City of its need for additional time at Ieast thirty (30) days in advance of the completion
deadline. Failure to complete construction within the specified time shall be an event of Default
under Section 7.1 unless any delay in construction occurred as a result of failure by the City to
allow Senior Center's construction to commence in a timely manner in which case, the Senior
Center shall be given a commensurate amount of time for completion of construction.. All Work
done on the Property at any time during the term of this Lease must be done in a good workman-
like manner and in accordance with all applicable laws and all building, [and use, and other permit
requirements. All Work shall be done with reasonable dispatch. If requested by the City, within
thirty (30) days after the completion of any Work, Senior Center shall deliver to the City complete
and fully detailed as -built drawings of the completed Work, in both electronic and paper forms,
prepared by an architect licensed by the State of Washington. A]1 landscaping shall be designed by
a landscape architect licensed in the State of Washington.
4.2 Maintenance. At all times during the Lease Tenn and any Extension Tenn, Senior
Center shall reasonably keep and maintain the Building and other improvements located on the
Property in good repair and operating condition and shall make all necessary and appropriate
preventive maintenance, repairs, and replacements. On each fifth anniversary of this Lease
(meaning every five years), the City and Senior Center shall conduct a thorough inspection of the
Building and other improvements on the Property and City shall inform Senior Center of any needed
repairs, maintenance or clean-up to be done in order to maintain the quality of any Building and
other improvements to the Property, reasonable wear and tear excepted. Such repairs, maintenance
and clean-up shall be done with reasonable dispatch at the sole cost of the Senior Center. Prior to
entering into any Extension Term of this Lease such an inspection will also be required and all
reasonable repairs and maintenance needed to be done must be done to the Building and other
improvements before an Extension Tenn of the Lease cominences.
4.3 No Liens. Senior Center agrees to pay, when due, all sums for labor, set -vices,
materials, supplies, utilities, furnishings, machinery, or equipment which have been provided to the
Property. If any lien is fled against the Work which Senior Center wishes to protest, then Senior
Center shall immediately deposit cash with the City, or procure a bond acceptable to the City, in an
amount sufficient to cover the cost of removing the lien fi-orn the Work, Failure to remove the lien
or furnish the cash or bond acceptable to the City within thirty (30) days shall constitute an Event
of Default under this Lease and the City shall automatically have the right, but not the obligation,
to pay the lien in full with no notice to Senior Center and Senior Center shall immediately reimburse
the City for any sums so paid to remove any such lien. Senior Center shall not encumber the
Property or any Improvements thereon without prior written approval of the City. Senior Center
shall obtain a performance bond in the full amount of the contract it has signed with its contractor
to complete the facility and provide such performance bond to the city prior to demolition of the
existing facility, The performance bond sh.alI ensure that the construction of the facility is completed
and that all workers, contractors, subcontractors, and suppliers will be paid.
4.4 Utilities and Services. Senior Center must make arrangements for all utilities and
shall promptly pay all utility charges hefore they become delinquent. Senior Center is solely
responsible for verifying the existence, location, capacity and availability of all utilities it may
need for Senior Center's planned use of the Property. Notwithstanding Section 4.1, Senior Center
shall be solely responsible for the cost of designing, constructing and extending any necessary
utility lines fi-om the right of way or adjacent properties into the Property even though touch of
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this work will occur outside of the Property. Senior Center shall be solely responsible for
meeting and securing all permits and for meeting all requirements necessary to achieve all of the
above, including the payment of any required permit fees and/or connection fees. If the parties
cannot agree upon terms for the means, methods, and timing related to the construction of the
utilities described above, or if any conflict arises during construction, the City shall have the right
to have its contractor construct the Building's utilities, or any portion thereof. If the City elects to
undertake such construction, it will still be done at the Scnior Center's sole cost and invoices for
such construction shall be paid within no later than 30 days of receipt.
4.5 Ste. Any signs erected by Senior Center must comply with all local sign
ordinances. To the extent that any signs for the Edmonds Waterfront Center will be located outside
of the Property, e.g., on the parking lot property, Senior Center must obtain permission from the
City as to the location of such signs. Senior Center shall remove all signs and sign hardware upon
termination of this Lease and restore the sign location(s) to its (their) former state(s), unless the City
elects to retain all or any portion(s) of the signage. Signage requirements may reasonably change
during the term and, to maintain uniformity and continuity, Senior Center will comply with any new
sign code requirements within a reasonable time after the adoption of such new requirements.
SECTION S. CITY AUTHORITY AND OBLIGATIONS
5.1 delivery of Property. Scnior Center shall have the right to possession of the Property
as of the Commencement Date. In the event the City shall pennit Senior Center to occupy the
Property prior to the Commencement Date, such occupancy shall be subject to all provisions of this
Lease. Early or delayed possession shall not advance or defer the Expiration Date ofthis Lease.
5.2 Quiet Cniovrnent. Subject to Senior Center performing all of Senior Ccntcr's
obligations under this Lease and subject to the City's rights under this Lease and its rights of
condermnation under Washington law, Senior Center's possession of the Property will otherwise
not be disturbed by the City. Any sublease shall be subject to prior approval by the City and if
approval is granted this quiet enjoyment provision shall apply to Senior Center's sub lessees.
5.3 Condition_o t PLgpertY. The City makes no warranties or representations regarding the
condition of the Property, including, without limitation, the suitability of the Property for Senior
Center's intended uses or, the availability of accessible utilities or roadways needed for Senior
Center's intended purposes. Senior Center has inspected the Property, conducted its own feasibility
and due diligence analysis, and, as of the date its environmental audit is completed aJ�d the report
provided to Senior Center or Senior Center's commencement of construction, whichever occurs
Erst, Senior Center accepts the Property in "AS IS" condition, upon taking possession.
5.4 Parkin R Lot and FroiitaL,e inn n)vciyient Desi an. Col s ructi rn and e air01)1i atiotis.
5A= 1 Parking Lot and Frtrntag,e irons-ovemGnts Design, The City and Senior Center
shall work together to designs a Parking Lot and Frontage Improvemcrib; that meet the requirements
for the shared use by the Edmunds Waterfront Center and the City's Regional Park
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facilities, The total number of parking spaces incorporated into the design f'or the Parking Lot
shall accommodate as closely as possible the anticipated parking demands for the Edmonds
Waterfront Center activities and the City's Regional Park activities. The Parking Lot and
Frontage Improvements shall be located outside the boundaries of the Property on the City's
abutting property. The costs of planning and design of the Parking Lot and Frontage
Improvements shall be paid by the City.
5.4.2 Parking l.,ot and Frontage Improvements ConAruutioti. The City shall
design, permit, procure and engage a general contractor and pay the cost of construction of the
Parking Lot and Frontage Improvements adjacent to and which serves the Property and the
City's regional park according to the design pians as provided to Senior Center in Section 5.4.1.
above. The Parking Lot and Frontage: Improvements must be constructed in coordination with
Senior Center's construction of the Edmonds Waterfront Center Building so that it is
substantially complete before the Building and related improvements are occupied.
5.4.3 Parking, 1_ot and Frowa(c Improvements Maintenance and Renair. The
City shall have full responsibility for repair, maintenance and any capital improvements required
for the Parking Lot and .Frontage Improvements after its initial construction, except for work
associated with the Building's utilities, which shall be the Senior Center's responsibility. The
City shall undertake regular inspections of the Parking Lot and Frontage Improvements
consistent for a property of that type and implement necessary and appropriate maintenance
activities at reasonable intervals to keep the Parking Lot and Frontage Improvements in good
condition. When capital renovations are required to restore the Parking Lot and/or Frontage
Improvements to good condition during the Lease Term, the City shall undertake such capital
improvements.
5.4.4 Be• In Restoration and Walkway, The City has other areas of its regional
park that are located adjacent to the Property. Two of these other areas are the City beach and.
the City walkway. The City is undertaking a beach restoration project for its regional Park area
and it shall complete that restoration project, and walkway completion and pay the cost thereof.
The City shall also complete the design, permitting, construction of and payment for the City
walkway project adjacent to the Property, and any other contemplated improvements not located
on the Property.
5.4.5 f lie Building's Loc:aticm within Rer ;ionai Park Grounds and Park
Maintenance Resl2Q11sihility, The Property is owned by the City and is adjacent to a City -owned
regional park. The City shall define maintenance standards and intervals for the grounds adjacent
to the Property, including landscaping, irrigation, and general refuse removal (not inclusive of
the garbage utility from the Building on the: Property). This park area will be within the control
of the City, The Senior Center acknowledges that, as a public park, the grounds adjacent to the
Property likely constitute a public forum for First Amendment putposes and that there /nay be
circumstances in which the City may need to allow constitutionally protected activity to occur
on the site adjacent to the Property. Such circumstances shall not constitute a constructive
eviction of the Senior Center and may not be grounds for damages to be paid from the City to
the Senior Center. The Senior Center may not exclude the public from the park grounds, or any
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other area outside the Property, unless it has obtained the applicable event permit or reservation
from the City.
SECTION 6. INDEMNITY, INSURANCE
6.1 Ggneral Indemnity. Upon the Commencement Date of this Lease, the Senior
Center agrees to defend (using legal counsel reasonably acceptable to the City), indemnify, and
hold the City harmless from and against any and all actual or alleged claims, suits, actions, or
liabilities for injury or death of any person, or for loss or damage to property, damages, expenses,
costs, fees (including, but not limited to, attorney, accountant, paralegal, expert, and escrow fees),
fines, and/or penalties, (collectively "Costs"), which may be imposed upon or claimed against the
City, and which, in whole or in part, directly or indirectly, arise from or are in any way connected
with Senior Center's use of the Property or the Parking Lot, or from the conduct of Senior Center's
business, or from any activity, work or thing done, permitted, or suffered by Senior Center in or
about the Property or the Parking Lot, except only such injury or damage as shall have been
occasioned by the sole negligence of the City including: Any act, omission or negligence of the
Senior Center, its Sub lessees, or its event space renters; any use, occupation, management or
control of the Property or the Parking Lot by the Senior Center; any condition created in, on or
about the Property or the Parking Lot by Senior Center, an agent, sub lessee, or event space renter,
including any accident, injury or daii)age occurring in, on or about the Property or the Parking Lot
after the Effective Date; any breach, violation, or nonperformance of any of Senior Center's
obligations under this Lease by Senior Center, its Sub lessees, or event space renters; any damage
caused by Senior Center, its Sub lessees, or event space renters on or to the Property or the Parking
Lot. The Senior Center's obligations and liabilities hereunder shall commence on the Effective Date
of this Lease, if earlier than the Commencement Date and if caused by the activities of the Senior
Center or its agents or invitees on the Property or the Parking Lot. As used herein, the
indemnification provided by the Senior Center is intended to include indemnifieation for the actions
of the Senior Center and its employees and other agents and all of the Senior Center's Sub lessees,
event space renters and all of their respective employees and other agents. The Senior Center's
obligations to indemnify, defend and hold harmless the City hereunder include indemnification of
the employees, agents and elected officials of the City.
6.2 InSLEranee ReQuirements. The Senior Center shall procure 'and maintain for the
duration of the Lease insurance against claims for injuries to persons or daanagc to property which
may arise from or in connection with the Building's operation and use of the Property or the Parking
Lot. Senior Center's maintenance of insurance as required by the Lease shall not be construed to
limit the liahility ❑f the Senior Center to the coverage provided by such insurance; or otherwise
limit the City's recourse to any remedy available at law or in equity. The amounts listed indicate
only the minartuan amowits of insurance coverage the City is willing to accept to help insure full
performance of all terms and conditions of this Lease. All insurance required by Senior Center
under this Lease shall meet the following minimum requirements:
6.2.1 Ce.rti f icates: Not i e of 'ancel lation, On or before the Commencemcnt Date,
Senior Center shall furnish the City with original certificates and a copy of any amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the existence of all insurance required under Section 6.3. Thereafter, the City must
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receive notice of the expiration or renewal of any policy at least thirty (30) days prior to the
expiration or cancellation of any insurance policy, PROVIDED THAT the Senior Center shall
provide the City with written notice of any policy expiration or cancellation, within two business
days of its receipt of such notice. No insurance policy may be canceled, revised, tenninated or
allowed to lapse without at least thirty (30) days prior written notice being given to the City.
Insurance must be maintained without any lapse in coverage during the entire Lease Term and any
Extension Term. Insurance shall not be canceled without City consent. The City shall also be given
copies of Senior Center's policies of insurance, upon request.
6.2.2 Additional Insured. The City shall be named as an additional insured in
each required policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20
11 or a substitute endorsement providing equivalent coverage and, for purposes of damage to the
Property or the Parking Lot, as a loss payee to the extent of its interest therein. Such
insurance shall not be invalidated by any act, neglect or breach of contract by Senior Center and
shall not in any way be construed by the carrier to make the City liable for payment of any of
Senior Center's insurance premiums.
6.2.3 Primary t_ovora-,,c. The required policies are to contain or be endorsed to
contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or
insurance pool coverage maintained by the City shall be excess of the Senior Center's insurance
and shall not contribute with it.
6.2.4 Corn1XIII ly tatingy; - All policies of insurance must be written by companies
having an A.M. Best rating of not less than A: VI1. The City may, upon thirty (30) days written
notice to Senior Center, require Senior Centex to change any carrier whose rating drops below such
rating,
6.3 Leguireci Ins ;l;ancc. At all times during this Lease, Senior Center shall provide
and maintain the following types of coverage:
6.3.1 &mmercial General LiabiId Insurance. Senior Center shall maintain an
occurrence form commercial general liabilitypolicy [including coverage forbroad form contractual
liability, and persona] injury liability) for the protection of Senior Center and the City, insuring
Senior Center and the City against liability for dainages because of personal injury, bodily injury,
death, or damage to property, including loss of use thereof, and occurring on or in any way related
to the Property or the Parking Lot or occasioned by reason of the operations of Senior Center. Such
coverage shall name the City as an additional insured using ISO Additional Insured -Managers or
Lessors of Premises Fonn CG 20 11 or a substitute endorsement providing equivalent coverage.
Comrnerciai General Liability insurance shall be written with limits no less than $1,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written
on Insurance Services Office (ISO) occurrence forrn CG 00 01 and shall cover premises and
contractual liability.
6.3.2 Property Insurance, Senior Center shall maintain, in full force and effect
during the Lease Tenn, "All Risk" property insurance covering all buildings, fixtures, equipment,
and all other Improvements located on the Property or the Parking Lot. Coverage shall be in an
amount equal to One Hundred Percent (100%) of the new rep]acernent value thereof with no
coinsurance provisions. Such insurance shall name the City as an additional insured and loss payee
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2.4.a
as to its full interest in the insured property and shall include the insurer's waiver of subrogation in
accordance with Section 6.4.
6.3.3 Automobile Liability Insurance. Senior Center shall maintain for all of
Senior Center's employees who are present on the Property or the Parking Lot or are involved in
the operations conducted on the Property or the Parking Lot an occurrence form automobile Iiability
policy insuring Senior Center and the City against liability for damage because of bodily injury,
death, or damage to property, including loss of use thereof, and occurring in any way related to the
use, loading or unloading of Senior Center's owned, hired, leased and non -owned vehicles on and
around the Property or the Parking Lot. Such insurance shall name the City as an additional insured.
Coverage shall be in an amount of not less than Two Million Doll ars ($2,000,000) combined single
limit per occurrence.
6.3.4 Worker,.,* Q0111peosatiou InsurancQ.,
Senior Center shall maintain in force
Workers' Compensation insurance for all of Senior Center's employees who are present on the
Property or the Parking Lot or are involved in the operations conducted on the Property or the
Parking Lot, including coverage for Employer's liability. In lieu of such insurance, Senior Center
may maintain a self-insurance program meeting the requirements of the State of Washington and a
policy of Excess Workers' Compensation with a limit of at least One Million Dollars (S 1,000,000)
per accident above the self -insured retention. Senior Center has indicated that none of its
employees will be on the Property or the Parking Lot since Senior Center intends to hire a
management company to oversee the Property or the Parking Lot. In that case, Senior Center shall
be responsible to require that its management company provides workers' compensation insurance
for its employees on the Property or the Parking Lot and Senior Center shall fully defend and
indemnify the City against any workers' compensation claim.
6.3.5 Builder's Risk. Senior Center shall maintain, in full force and effect during
construction of Senior Center's facility described in this Lease, Builders Risk insurance covering
interests of the Senior Center, the City, the Contractor, Subcontractors, and Sub- subcontractors in
the work. Builders Risk insurance shall he on a all-risk policy form and shall insure against the
perils of fire and extended coverage and physical loss or damage including flood, earthquake, theft,
vandalism, malicious mischief, collapse, temporary buildings and debris removal. Coverage shall
include: 1) formwork in place; 2) at materials and equipment on the Property or the Parking Lot;
3) all structures including temporary structures; and 4) all supplies related to the Work helug
performed. The insurance required hereunder shall have a deductible of not more than Five
Thousand Dollars ($5,000), which will be the responsibility of the Contractor. Higher deductibles
for flood and earthquake perils may be accepted by the City upon written request by the Contractor
and written aeceptan ce by the City. Any increased deductibles accepted by the City will remain the
responsibility of the Contractor. The Builders Risk insurance shall be maintained until. final
acceptance of the work.
6.4 wain e }?t= uls�o li�nr. Senior Center and City hereby release and discharge each
ether from all claims, losses and liabilities arising from or caused by any hazard covered by
property insurance on or in connection with the premiscs or said facility. This release shall apply
only to the extent that such claim, loss or liability is covered by insurance,
6.5 City shall have the right to periodically review the limits and
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2.4.a
terms of insurance coverage. In the event the City determines that such limits, and/or terms should
be changed, the City will give Senior Center a minimum of thirty (30) days' notice of such
determination And Senior Center shall modify its coverage to comply with the new insurance
requirements of the City. The City agrees that it shall be reasonable in any coverage change
required, and that such change will be in accordance with standard market requirements for the
Building or similar activity centers. Senior Center shall also provide the City with proof of such
compliance by giving the City an updated certificate of insurance within thirty (30) days.
6.6 F ilure to Maintain Insurance. Failure on the part of the Senior Center to maintain
the insurance as required shall constitute a material breach of lease, upon which the City may, after
giving five business days' notice to the Senior Center to correct the breach, tenninate the Lease or,
at its discretion, procure or renew such insurance and pray any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand.
SECTION 7. DEFAULT
7.1 Beau-.)r Center Default.
7.1.1 The occurrence of any one or more of the following shall constitute a
material default and breach of this Lease by the Senior Center:
7.1.1.1 Vacatin -a the PronertY. The vacating or abandonment of the
Property by the Senior Center for more than thirty (30) days.
7. L 1.2 Fai i ure to Pay Rent. The failure by the Senior Center to make any
payment of rent or any other Payment required to be made by the Senior Center under this Lease,
as and when due, where such failure shall continue for a period of thirty (30) days after written
notice thereof by the City to the Senior Center.
T1.1.3 Unl2urmitted Use of the Property. The use of the Property For any
purpose not authorized by Section 1.2.1 of this Lease where such unpermitted use of the Property
shall continue for a period of thirty (30) days After written notice thereof shall be grounds for default,
7.1.1.4 EAilure to Perform. Failure by the Senior Center to observe or
perform any of the covenants or provisions of this Lease to be observed or perfanned by the Senior
Center, specifically including, without limitation, the Senior Center's utilization of the Property for
purposes materially inconsistent with those set forth in this Lease where sucli failure shall continue
for a period of thirty (30) days after written notice thereof from the City to the Senior Center.
Provided, that if [he nature of the Senior Center's default is such that more than thirty (30) days are
reasonably required for its cure, then the Senior Center shall not be deemed to be in default if the
Senior Center shall comtnence such cure within the thirty (30) day period and thereafter diligent
prosecute such cure to completion.
7.1.2 Remedies in Dolault. In [lie -.vent of any default or breach by the Senior
Center under this Lease, in addition to any other remedies at law or in equity, the City may:
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2.4.a
7.1.2.1 Terminate the Lease_ Terminate the Senior Center's right to
possession of the Property by providing written notice of at least thirty (30) days;
7.1.2.2 Continue the Lease. Maintain the Senior Center's right to possession
in which case the Lease shall continue in effect whether or not the Senior Center shall have
abandoned the Lease Premises. In such event, the City shall be entitled to enforce all Landlord's
right and remedies under this Lease; and,/or
7.1.2.3 Other remedies. Pursue any other remedy now or hereafter available
to a Landlord under the laws of the State of Washington. The City expressly reserves the right to
recover from the Senior Center any and all actual expenses, costs and damages caused in any
manner- by reason of the Senior Center's default or breach.
0.1.3 I_el-lal hxpenscs; If either party is required to bring or maintain any action
(including insertion of any counterclaim or cross claim or clairn in a proceeding in bankruptcy,
receivership or other proceeding instituted by a party hereto or by others) or otherwise refers this
Lease to any attorney for the enforcement of any of the covenants, teens or conditions of this Lease,
the prevailing party in such action shall, in addition to all other payments required herein, receive
Gom the other party all costs incurred by prevailing party, including reasonable attorney's fees.
7.2 Default by the City. The City shall not be in default unless the City fails to perform
obligations required of the City under this Lease within a reasonable time, but in no event later than
thirty (30) clays after written notice by the Senior Center to the City provided, that if the nature of
(lie City's obligation is such that more than thirty (30) days are required for performance then the
City shall not be in default if the City commences performance within such thirty (30) day period
and thereafter diligently prosecutes the some to completion, The notice shall specify the portion of
the Lease that the City has failed to perfonrr and the action that the Senior Center seeks to be taken
by the City to prevent the default. The Senior Center further agrees not to invoke any remedies until
such thirty (30) days have elapsed.
SECTION 8. REPRESE1VTA'1 IONS
8.1 Re nresentntions of Scinior Cell tcr.
SA A Senior Center is a duly organized and legally existing corporation under the
laws of the State of Washington.
8.1.2 Senior Center's execution, delivery and perfonnance of all of the teens and
conditions of this Lease bave been duly authorized by all requisite corporate action on the part of
Senior Center. This Lease constitutes Senior Center's legal, valid and binding obligations,
enforceable against Senior Center in accordance with its teens subject to the effects of bankruptcy,
insolvency. fraudulent conveyance or similar laws affecting creditor's rights and to equitable
principles. Execution of the Lease does not conflict with any provision of Senior Ccriter's Articles
of Incorporation; Bylaws or other corporate documents,
8.1.3 There is no claim, action, proceeding or investigation pending or, to the
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actual knowledge of Senior Center, threatened in writing, nor is there any legal determination or
injunction that calls into question Senior Center's authority or right to enter into this Lease or
perform the obligations specified in the Lease.
S.1.4 Senior Center has not employed any broker, finder, consultant or other
intermediary in connection with the Lease who might be entitled to a fee or comm IssIon in
connection with Senior Center and the City entering into the Lease.
8.2 R iyesenttatrrri}s of the City.
8.2. t The City is a municipal corporation duly organized, validly existing and
in good standing under the laws of the State of Washington, with full power and authority to
own and lease the Property. The City has the power to enter into and perform its obligations
pursuant to this Lease.
8.2.2 The City's execution, delivery and performance of this Lease have been
duly authorized consistent with its requirements under Washington law.
8.2.3 There is no claim; action, proceeding or investigation pending or, to the
actual knowledge of the City, threatened in writing, nor is there any outstanding judicial
determination or injunction that tails into question the City's authority or right to enter into this
Lease.
SECTION 9. GENERAL PROVISIONS
9.1 No Partnership. It is understood and agreed that this Lease does not create a
partnership or joint venture relationship between the City and Senior Center. The City assumes
no liability hereunder or otherwise for the operation of the business of Senior Center. The
provisions of this Lease with reference to rents are for the sole purpose of fixing and
detet mining the total rents to be paid by Senior Center to the City.
9.2 Governing Law. This Lease shall be governed and construed according to the
laws of the State of Washington, without regard to its choice of law provisions. Venue shall
be in Snohomish County.
9.3 No Benefit it) Third Parties. The City and Senior Center are the only parties to
this Lease and as such are the only parties entitled to enforce its terms. Nothing in this Lease
gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third
parties. Nothing in this Lease shall be construed as intending to create a special relationship
with any third party; neither the City not the Senior Center intend to create benefits in favor of
any third parties as a result of this Lease.
9.4 Nor ices. All notices required or desired to be given under this Lease shall be in
writing and may be delivered by Band delivery, in certain cases sent by facsimile, or by
placement in the U.S. mail, postage prepaid, as certified mail, return receipt requested,
addressed to the City at:
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2.4.a
And to Senior Center at:
The City of Edmonds
121 5t" Avenue North
Edmonds, WA 98020
Attn: City Clerk
Edmonds Senior Center
P.O. Box 717
Edmonds, Washington 98020
Attn: Executive Director
Any notice delivered by hand delivery shall be conclusively deemed received by the
addressee upon actual delivery; any notice delivered by certified mail as set forth herein shall be
conclusively deemed received by the addressee on the third Business Day after deposit. The
addresses to wliicl� notices are to be delivered may be changed by giving notice of such change in
accordance with this notice provision.
9,5 Timc of the FtisellCe. 'Time is of the essence in the performance of and adherence
to each and every covenant and condition of this Lease.
9.6 Non -waiver. Waiver by the City or Senior Center of strict performance of any
provision of this Lease shall not be deemed a waiver of m- prejudice the City's or Senior Center's
right to require strict performance of the sazne provision in the future or of any other provision,
9.7 Survival. Any covenant or condition (including, but not limited to, indemnification
agreements), set forth in this Lease, the full performance of which is not specifically required prior
to the expiration or earlier termination of this Lease, and any covenant or condition which by their
tenors are to survive, shall survive the expiration or earlier ten-nination of this Lease and shall remain
fully enforceable thereafter.
9.8 Partial ftivalidity. If any provision of this Lease is held to be invalid or
unenforceable, [lie remainder of this Lease, or the application of such provision to persons or
circumstances other than those to which it is held invalid or unenforceable, shall not be affected
thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law,
9.9 Calculation of Time. All periods of time referred to in this Lease shall include
Saturdays, Sundays, and legal holidays. However, if the last day of any period falls on a Saturday,
Sunday, or legal holiday, then the period shall be extended to include the next day which is not a
Saturday, Sunday or legal holiday. "Legal Holiday" shall tmean any holiday ohserved by the.
Federal Government. As used in this Lease, 'Business Days" shall exclude Saturdays, Sundays,
legal holidays and the week between December 25 and January 1.
9. iG ileadinas. The article and section headings contained herein are for convenience in
15
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2.4.a
reference and are not intended to define or limit the scope of any provisions of this Lease.
9.11 Exhibits lnegaorated , Ly Reference, All Exhibits attached to this Lease are
incorporated by reference herein for allpurposes.
9.12 Modification. This Lease may not be modified except by a writing signed by the
parties hereto.
9.13 E Yagement of Broker,. Senior Center and the City each represent to one another that
if a broker's commission is claimed, the party who engaged the broker shall pay any commission owed
and shall defend, indemnify and hold the other party hannless from any such claim.
9.14 i 6ht s and Suecs,,;Qrs in Interest. The rights, liabilities and remedies
Provided for herein shall extend to the heirs, legal representatives, successors and, so far as the terms
of this Lease permit, successors and assigns of the parties hereto. The words "City" and "Senior Center"
and their accompanying verbs or pronouns, wherever used in this Lease, shall apply equally to all
persons, firms, or corporations which may be or become such parties hereto.
9.15 Erecutlilll of Multiple: [_'ourrturparts. This Lease may be executed in two or more
counterparts, each of which shall be an original, but all of which shall constitute one instrument.
9.16 Defined Terms. Capitalized terms shall have the meanings given them in the text of
this Lease.
9.17 NQ Limit on (;ity's Pow{75. Nothing in this Lease shall limit, in any way, the power
and right of the City to exercise its govennnental rights and powers, including its powers of ehninent
domaia.
9.18 Non-Bii djwi Mediation. Should any dispute arise between the patties to this Lease,
other than a dispute regarding the failure to pay Rent or other payments (including taxes) as required
by this Lease, it is agreed that such dispute will be submitted to a mediator prior to any arbitration or
litigation. The parties shall exercise good faith efforts to agree on a iediator. The mediation fee shall
be shared equally by the City and Senior Center. Mediation shall be non -binding and will be conducted
in Edmonds, Washington. Both parties agree to exercise good faith efforts to resolve disputes covered
by this section through this mediation process. if a party requests mediation and the other party fails to
respond within ten (10) days, or if the parties fail to agree on a mediator within ten (10) days, a mediator
shall be appointed by the presiding judge of the Snohornisli County Superior Court upon the request of
either party. The finding of the mediator shall only become binding upon the parties if both parties so
agree and thereafter execute a settlement agreement based on the mediator's findings or
recommendation.
9.19 This Lease Su gr •edes. This Lease shall replace and supersede the 2008 Lease. The
parties hereby terminate the 2008 Lease in its entirety; provided, however, the 2008 Lease shall remain
in place, operative and complimentary to the Ground Lease until demolition is cominenced on the
current Senior Center Building located at 220 Railroad Avenue, Edmonds, WA.
9.20 .[cording: A Memorandum of this Lease maybe recorded. after• execution by
the Parties.
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2.4.a
9.21 1-jitire AOrceni nf. This Lease represents the entire agreement between the City and
Senior Center relating to Senior Center's leasing of the Property. It is understood and agreed by
both parties that neither party nor an official or employee of a party has made any representations
or promises with respect to this Lease or the making or entry into this Lease, except as expressly
set forth in this Lease. No claim for liability or cause for termination shalt be asserted by either
party against the other for, and neither party shall be liable by reason of, any claimed breach of
any representations or promises not expressly set forth in this Lease; all oral agreements with the
parties are expressly waived by both parties. This Lease has been extensively negotiated between
the parties. Therefore, no alleged ambiguity or other drafting issues of the terms of this Lease
shall be construed, by nature of the drafting, against either party.
IN WITNESS IIEREOF, the parties have subscribed their names hereto effective as of the
clay, month and year first written above.
LRSSEE: LESSOR:
EDMONDS SENIOR CENTER
Its: {L-��{ .�� t\�'t
THE TY OF EDMONDS
By: avid Earlin
As its Mayor
APPROVED AS TO FORM: APPROVED RV
MA-i
ATTEST:
Office of the City Attorney <�� -za
Scbtt'Passey, City CIer
1
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2.4.a
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMTSH
I certify that I have evidence that David Earling is the person who appeared before me, and
said person acknowledged that he signed this instrument, on oath stated that he was authorized to
executed the instrument and acknowledged it as the Mayor of the City of Edmonds, to be the free
and voluntary act :,f such party ux Use uses and purposes mentioned in the instrument.
DATED: fib/ 9
0 oN ` "�a '�., RIN ,D N E:
r, 'y r
NOTARY PUBLIC
Z In and for the State of Washington
My commission expires:
r �v -,Of- �Q�
STATE OF W ASHINGTON
) ss.
COUNTY OF SNOHOMISH
T certify that I have evidence that Y 1 yy%1y-1C4 is the person who appeared before me,
and said person acknowledged that s/he signed this 'Instrument, on oath stated that s/he was
authorized to executed the instrument and acknowledged it as the +o �e1 EgiV apds Senior
Center, to be the free and voitIntary act of such party for the uses ati da purposes mentioned in the
instrument.
DATED: UkIA �
�^ �iA EN�L��4 �►�r PRINTED NANfl : JeA yl cA� t&')
NOTARY PUBLIC
4P "� r� ` In and for the State of Washington
rG puy4`� = My commission expires: \0�6�V7-0
NI
�10tlttkt0�,W
V
Packet Pg. 105
2.4.a
Exhibit A
LEASE DESCRIPTION
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN
SNOHOMISH COUNTY, WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY
RIGHT-OF-WAY WITH 50UTH LINE OF SAID GOVERNMENT LOT 2; THENCE NORTH 42°35'13" EAST
ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 150.00 FEET; THENCE AT RIGHT ANGLES TO SAID
RIGHT OF WAY LINE NORTH 47'24'47" WEST, A DISTANCE OF 78.73 FEET; THENCE NORTH 42-35,13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO THE POINT OF BEGINNING;
THENCE NORTH 42`51'01" EAST, A D15TANCE OF 81.04'; THENCE SOUTH 47'Q8'59" EAST, A DISTANCE
OF 1.28 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 28.17 FEET; THENCE NORTH 47-08'59"
WEST, A DISTANCE OF 4.75 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 18.33 FEET, THENCE
SOUTH 47008'59" EAST, A DISTANCE OF 3.25 FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46'41'06" WEST, A DISTANCE OF 100.13 FEET; THENCE SOUTH 42'5V01"
WEST, A DISTANCE OF 3.00'; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 11.07 FEET; THENCE NORTH 47-08'59" WEST, A DISTANCE OF 2.00
FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47-08'59" EAST, A
DISTANCE OF 2.00 FEET; THENCE SOUTH 42'51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH
47'Q8'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A
DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51101" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47-08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 10.60
FEET; THENCE NORTH 47`08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 21.35 FEET, THENCE SOUTH 47-08'59" EAST, A D15TANCE OF 1.56
FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 8.51 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.56 FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH
47`08'59" EAST, A DISTANCE OF 28.25 FEET; THENCE SOUTH 42'51'01" WEST, A D15TANCE OF 12.58
FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 70.11 FEET TO THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASH INGTON.
Exhibit A
9-14-ZDLS
Packet Pg. 106
Exhibit A
I 2.4.a I
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'-
N47'08'59"W 2.00'-
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'
S42'51 '01 "W 32.95'
N47'08'59"W 1.50
S42'51'01 "W 3.00'-
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01 "W 3.00'—
S47'08'59"E 1.50'
N47'08'59"W 1.50'
S42'51'01"W 3.00'
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01"W 3.00',
'i.
TAX ACCT. NO. 27032300104200
N46'41'06"W 100.13'—
CN'R
51'01"W 11.07'
51'01"W 10.60'
51'01 "W 10.60,
S42'51'01 "W 10.60'
-S47'08'59"E 1.50'
N42'51 '01 "E 23.17'
S47'08'59"E 3.25'
N42'51'01 "E 18.33'
N47'08'59"W 4.75'
N42'51'01 "E 28.17'—
S47'08'59"E 1.28'
PROPOSED LEASE
LYING IN GOVERMENT LOT 2, SECTION 23, TWP 27 N, RGE 3 E
ALONG EXTERIOR OF FOUNDATION PLAN
'51'01"W 21.35'
7'08'59"E 1.56'
51'01"W 8.51'
'--N47'08'59"W 1.56' N42'51'01 "E 81.04'
kLS42'51'01"W 15.24'
S47'08'59"E 28.25'
LEASE PERIMETER S42'51 '01 "W 12.58'
POINT OF —
PAR So S47'08'59"E 70.11' BEGINNING
DRY ............�.........,.
0 20 40 60 f TA}( ACCT. NO. 27032300104200
f N42'35' 1 YE 7.53'
SCALE IN FEET TAX ACCT. NO. 00724500100000 N47'24'47"W 78.73' '
Exhibit A DES.
DR.
728 130 Sbad SW Sdb 200
l Eremt WWingW 98204 CH.
IN: 425 741-30 FILE
SCALE 1" = 20° 1 SHEET NO.
IW F.B.
PTA DATI
222018.009
9/14/2018
OF 1 SHEETS
Packet Pg. 107
2.4.a
After Recording Return to:
Attn:
Exhibit B to Ground Lease
ACCESS AND PARKING EASEMENT
GRANTOR: City of Edmonds, a Washington municipal corporation
GRANTEE: Edmonds Senior Center, a Washington non-profit corporation
Legal Description:
Abbreviated Form: SEC 23 TWP 27 RGE 03
PTN GOVT LOT 2
Additional Legal is on Exhibit A attached to document
Assessor's Tax Parcel ID No. 27032300104200
Reference Number(s) of Related Documents(s):
Exhibit B to Ground Lease
Packet Pg. 108
2.4.a
This ACCESS AND PARKING EASEMENT ("Agreement") is made and entered into
this day of June, 2019, by City of Edmonds, a Washington municipal corporation
("Grantor") and the Edmonds Senior Center, a Washington non-profit corporation ("Grantee").
RECITALS
A. Grantor is the owner of the real property described in Exhibit A attached hereto
(the "Burdened Property").
B. Grantee is the tenant of the real property described in Exhibit B attached hereto
(the "Benefited Property"), which property Grantee leases from Grantor under ground lease
dated June , 2019 (the "Ground Lease").
C. Grantor desires to grant an easement for the benefit of Grantee's leasehold interest
for the purposes and on the terms and conditions described herein.
AGREEMENT
1. Grant of Easement. For and in consideration of the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Grantor grants and conveys to Grantee, a nonexclusive easement for a term of
years for access and parking (the "Easement") across, over, and upon the access and parking
improvements to be constructed by Grantor upon Grantor's property described on Exhibit A
attached hereto (also referred to as the "Easement Area"). The term of this Easement shall be
coextensive with the term of the Ground Lease, including any extensions or early terminations.
2. Purpose and Scope of Easement. Grantor is constructing a parking lot on the
Easement Area for the joint use by Grantor and Grantee. Grantee shall have the nonexclusive
right to use the parking lot in the Easement Area to access the Benefitted Property at any time.
Grantee shall not have the right to reserve the parking lot for its own exclusive use. Nor shall
Grantee have the right to exclude Grantor from the parking lot.
3. Grantor's Use of Easement Area. Grantor reserves the right to use the Easement
Area for its own parking needs and for any other purpose not inconsistent with the rights herein
granted; provided that, within the Easement Area, Grantor shall not erect or maintain any
permanent structure or obstruction that would materially interfere with Grantee's use of the
Easement Area.
4. Reciprocal Indemnity. Grantor, its officials, officers, directors, employees and
agents shall not be liable for any loss, claim or damage to persons or property resulting from the
use of the Easement Area by Grantee, its members, officers, directors, employees, agents,
contractors, subcontractors, lessees, sublessees, guests and invitees, except for loss, claim or
damage resulting from the sole negligence of Grantor or Grantor's officials, officers, directors,
employees or agents, or the concurrent negligence of Grantor or Grantor's officials, officers,
Packet Pg. 109
2.4.a
directors, employees or agents, to the extent of such concurrent negligence. Grantee, through
Grantee's choice of capable legal counsel, shall protect, defend, indemnify and hold Grantor
harmless from and against any and all claims, demands, losses, damages, expenses and liabilities
of every kind and description and for any loss to or damage or destruction of property suffered
by Grantor arising out of Grantee's use of the Easement Area, except to the extent caused by the
sole negligence or concurrent negligence of Grantor or Grantor's officials, officers, directors,
employees or agents to the extent of such concurrent negligence. Grantee agrees that its
obligations under this provision extend to any claim, demand, and/or cause of action brought by
or on behalf of any of its employees, or agents. The foregoing indemnity is specifically and
expressly intended to constitute a waiver of Grantee's immunity under Washington's Industrial
Insurance act, RCW Title 51, as respects the Grantor only, and only to the extent necessary to
provide the Grantor with a full and complete indemnity of claims made by the Grantee's
employees. The parties acknowledge that these provisions were specifically negotiated and
agreed upon by them. Grantor shall give Grantee prompt written notice of any suit or proceeding
entitling Grantor to indemnification pursuant to this Section 4 and Grantee shall thereafter
defend Grantor in said suit or proceeding at its sole cost and expense to the extent required under
this Section 4.
GRANTEE, its officials, officers, directors, employees and agents shall not be liable for
any loss, claim or damage to persons or property resulting from the use of the Easement Area by
GRANTOR, its members, officers, directors, employees, agents, contractors, subcontractors,
lessees, sublessees, guests and invitees, except for loss, claim or damage resulting from the sole
negligence of GRANTEE or GRANTEE's officials, officers, directors, employees or agents, or
the concurrent negligence of GRANTEE or GRANTEE's officials, officers, directors, employees
or agents, to the extent of such concurrent negligence. GRANTOR, through GRANTOR'S
choice of capable legal counsel, shall protect, defend, indemnify and hold GRANTEE harmless
from and against any and all claims, demands, losses, damages, expenses and liabilities of every
kind and description and for any loss to or damage or destruction of property suffered by
GRANTEE arising out of GRANTOR's use of the Easement Area, except to the extent caused
by the sole negligence or concurrent negligence of GRANTEE or GRANTEE's officials,
officers, directors, employees or agents to the extent of such concurrent negligence. GRANTOR
agrees that its obligations under this provision extend to any claim, demand, and/or cause of
action brought by or on behalf of any of its employees, or agents. The foregoing indemnity is
specifically and expressly intended to constitute a waiver of GRANTOR's immunity under
Washington's Industrial Insurance act, RCW Title 51, as respects the GRANTEE only, and only
to the extent necessary to provide the GRANTEE with a full and complete indemnity of claims
made by the GRANTOR's employees. The parties acknowledge that these provisions were
specifically negotiated and agreed upon by them. GRANTEE shall give GRANTOR prompt
written notice of any suit or proceeding entitling GRANTEE to indemnification pursuant to this
Section 4 and GRANTOR shall thereafter defend GRANTEE in said suit or proceeding at its
sole cost and expense to the extent required under this Section 4.
5. Notice. Any notice permitted or required to be given by either party to this
Agreement shall be given in writing and may be effected by certified United States mail, with
-2-
Packet Pg. 110
2.4.a
return receipt requested, properly addressed, postage prepaid, by reputable overnight delivery
service, or by personal delivery, as follows:
If to Grantor: City of Edmonds
121 51 Avenue N
Edmonds, WA 98020
Attn: City Clerk
If to Grantee: Edmonds Senior Center
220 Railroad Avenue
Edmonds, WA 98020
Attn: Executive Director
or to such other address or to such other person's attention of which notice was given in
accordance with this section. Notice shall be deemed effective upon three (3) days after being
properly delivered as described above.
6. Attorney's Fees and Costs. If either party shall bring an action to enforce the
terms of this Agreement, in any such action the prevailing parry shall be entitled to an award of
its reasonable attorneys' fees and reasonable costs. Said costs and attorneys' fees shall include,
without limitation, costs and attorneys' fees incurred in any appeal or in any proceedings under
any present or future federal bankruptcy, forfeiture or state receivership or similar law.
7. Governing Law. This Agreement shall be governed by Washington law.
8. Severability. All provisions of this Agreement are severable and the invalidity or
unenforceability of any provision shall not affect or impair the validity or enforceability of the
remaining provisions.
9. Automatic Termination of Easement. This Easement shall automatically
terminate upon the termination of the Ground Lease. In the event of such termination, the parties
hereto agree to execute all documents necessary to document the termination and remove the
encumbrance from title.
10. Amendment, Recording. This Agreement may be amended or modified only by
written instrument, executed and acknowledged by the parties hereto or their successors or
assigns, recorded with the Snohomish County Auditor.
11. Headings. The headings used herein are for convenience only and are not to be
used in interpreting this Agreement.
12. Entire Agreement. This Agreement contains the entire agreement of the parties
and supersedes any prior written or oral agreements with respect to the matters described herein.
-3-
Packet Pg. 111
2.4.a
13. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed the original, but which together shall constitute one and the same instrument.
14. Dispute Resolution. Before commencing any suit to resolve a dispute arising out
of this Agreement, the Parties shall attempt to resolve the matter through mediation.
::L 1:
a
By:
Name:
Title:
GRANTEE:
a
By:
Name:
Title:
me
Packet Pg. 112
2.4.a
STATE OF )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath
stated that he/she was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
Notary Public
Print Name
My commission expires
(Use this space for notarial stamp/seal)
STATE OF
ss.
COUNTY OF
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath
stated that he/she was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
(Use this space for notarial stamp/seal)
Notary Public
Print Name
My commission expires
-5-
Packet Pg. 113
2.4.a
Exhibit A
BURDENED PROPERTY
A-1
a
Packet Pg. 114
2.4.a
EXHIBIT A
That portion of the parcel described in Exhibit A-1 hereto that is to be improved with the
vehicular access, parking, and pedestrian access facilities depicted on the Layout Plan attached
hereto as Exhibit A-2.
BNC\ 1683 0\0002\01017085.v 1
Packet Pg. 115
2.4.a
Exhibit A-1
SEC 23 TWP 27 RGE 03BEG MT W LN GN R/W WITH S LN GOVT LOT 2 TH
NELY ON SD R/W 450FT TH N49*00 OOW 95.67FT M.L TO MEA LN TH S51 *23
OOW ON SD MEA LN 288.33FT TPB TH N51 *23 OOE ALG MEA LN 288.33FT
THN47*32 OOW 319.63FT TO INNER HARBOR LN TH S45*00 OOW ON INNER
HARBOR LN 250.13 FT TH S38*37 OOE 287.94FT TPB TGW FDT - COM AAP
ON W LN GN R/W AT INT WITH S LNGOVT LOT 2 TH NLY ALG W LN SD
R/W 150FT TPB TH CONT NLY ALG SD R/W 300FT TH NWLY AT R/A FR SD
R/W TO MEA LN TH SWLY ALG SD MEA LN TAP AT R/A FR TPB TH SELY
TPB BOTH PER WD 683-545 2/23/73
Also known as: 220 Railroad Avenue, Edmonds, WA
Tax parcel: 27032300104200
K
BNC\ 1683 0\0002\01017085.v 1
Packet Pg. 116
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Packet Pg. 117
2.4.a
Exhibit B
BENEFITED PROPERTY
a
Packet Pg. 118
2.4.a
LEASE DESCRIPTION
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN
SNOHOMISH COUNTY, WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY
RIGHT-OF-WAY WITH 50UTH LINE OF SAID GOVERNMENT LOT 2; THENCE NORTH 42°35'13" EAST
ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 150.00 FEET; THENCE AT RIGHT ANGLES TO SAID
RIGHT OF WAY LINE NORTH 47'24'47" WEST, A DISTANCE OF 78.73 FEET; THENCE NORTH 42-35,13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO THE POINT OF BEGINNING;
THENCE NORTH 42`51'01" EAST, A D15TANCE OF 81.04'; THENCE SOUTH 47'Q8'59" EAST, A DISTANCE
OF 1.28 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 28.17 FEET; THENCE NORTH 47-08'59"
WEST, A DISTANCE OF 4.75 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 18.33 FEET, THENCE
SOUTH 47008'59" EAST, A DISTANCE OF 3.25 FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46'41'06" WEST, A DISTANCE OF 100.13 FEET; THENCE SOUTH 42'5V01"
WEST, A DISTANCE OF 3.00'; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 11.07 FEET; THENCE NORTH 47-08'59" WEST, A DISTANCE OF 2.00
FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47-08'59" EAST, A
DISTANCE OF 2.00 FEET; THENCE SOUTH 42'51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH
47'Q8'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A
DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51101" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47-08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 10.60
FEET; THENCE NORTH 47`08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 21.35 FEET, THENCE SOUTH 47-08'59" EAST, A D15TANCE OF 1.56
FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 8.51 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.56 FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH
47`08'59" EAST, A DISTANCE OF 28.25 FEET; THENCE SOUTH 42'51'01" WEST, A D15TANCE OF 12.58
FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 70.11 FEET TO THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASH INGTON.
4) -14-ZDLS
Packet Pg. 119
I 2.4.a I
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'-
N47'08'59"W 2.00'-
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'
S42'51 '01 "W 32.95'
N47'08'59"W 1.50
S42'51'01 "W 3.00'-
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01 "W 3.00'-
547'08'59"E 1.50'
N47'08'59"W 1.50'
S42'51'01"W 3.00'
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01"W 3.00',
'i.
TAX ACCT. NO. 27032300104200
N46'41'06"W 100.13'—
CN'R
51'01"W 11.07'
51'01"W 10.60'
51'01 "W 10.60,
S42'51'01 "W 10.60'
-S47'08'59"E 1.50'
N42'51 '01 "E 23.17'
S47'08'59"E 3.25'
N42'51'01 "E 18.33'
N47'08'59"W 4.75'
N42'51'01 "E 28.17'—
S47'08'59"E 1.2B'
PROPOSED LEASE
LYING IN GOVERMENT LOT 2, SECTION 23, TWP 27 N, RGE 3 E
ALONG EXTERIOR OF FOUNDATION PLAN
'51'01"W 21.35'
7'08'59"E 1.56'
51'01"W 8.51'
'--N47'08'59"W 1.56' N42'51'01 "E $1.04'
542'51'01"W 15.24'
ol
op S47'08'59"E 28.25'
LEASE PERIMETER S42'51 '01 "W 12.58'
POINT DF—
P'��.. • . °8; s .. 0. .1.--\ ....BEGINNING
.
0 20 40 60 f TA}( ACCT. NO. 27032300104200
f N42'35' 1 YE 7.53'
SCALE IN FEET TAX ACCT. NO. 00724500100000 N47'24'47"W 78.73' '
DES.
728 130 Street SW Sdb 200
l Erma, Wad irgW 98204
IN: 425 741-3800
K
SCALE 1 = 20' SHEET NO.
FB
IW ..
PTA DATI
222018.009
9/14/2018
OF 1 SHEETS
Packet Pg. 120
2.4.a
After Recording Return to:
Attn:
Exhibit C to Ground Lease
UTILITY EASEMENT
GRANTOR: City of Edmonds, a Washington municipal corporation
GRANTEE: Edmonds Senior Center, a Washington non-profit corporation
Legal Description:
Abbreviated Form: SEC 23 TWP 27 RGE 03
PTN GOVT LOT 2
Additional Legal is on Exhibit A attached to document
Assessor's Tax Parcel ID No. 27032300104200
Reference Number(s) of Related Documents(s):
Exhibit C to Ground Lease
Packet Pg. 121
2.4.a
This UTILITY EASEMENT ("Agreement") is made and entered into this day of
June, 2019, by City of Edmonds, a Washington municipal corporation ("Grantor") and the
Edmonds Senior Center, a Washington non-profit corporation ("Grantee").
RECITALS
A. Grantor is the owner of the real property legally described in Exhibit A attached
hereto (the "Burdened Property"). The Burdened Property is depicted in the surveyor's drawing
attached hereto in Exhibit B
B. Grantee is the tenant of the real property described in Exhibit C attached hereto (the
"Benefited Property"), which property Grantee leases from Grantor under Ground Lease dated
June , 2019 (the "Ground Lease").
C. Grantor desires to grant an easement for the benefit of Grantee's leasehold interest
for the purposes and on the terms and conditions described herein.
AGREEMENT
1. Grant of Easement. For and in consideration of the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Grantor grants and conveys to Grantee, a nonexclusive easement for a term of years
for the purpose of extending utilities (the "Easement") across, over, and upon the Burdened
Property described on Exhibit A attached hereto (also referred to as the "Easement Area'). The
term of this Easement shall be coextensive with the term of the Ground Lease, including any
extensions or early terminations.
2. Purpose and Scope of Easement. Grantee is constructing a building on the
Benefited Property pursuant to permission given under the Ground Lease. Grantee's building
will need to be served by various utilities. Grantee shall have the nonexclusive right to use the
Easement Area to construct, repair, and maintain utilities to serve the building on the Benefitted
Property pursuant to plans that have been approved by Grantor. Grantor's approval of the utility
plans shall not be unreasonably withheld, PROVIDED THAT nothing herein shall be construed
to limit Grantor's discretion to withhold approval of plans for the building under the Ground
Lease. Grantee agrees to replace and restore to preexisting conditions, as nearly as practicable,
the surface of the Easement Area within a reasonable time following any construction, repair,
and/or maintenance of any utilities contemplated herein.
3. Grantor's Use of Easement Area. Grantor reserves the right to use the Easement
Area for its own parking needs and for any other purpose not inconsistent with the rights herein
granted.
4. Reciprocal Indemnity. Grantor, its officials, officers, directors, employees and
agents shall not be liable for any loss, claim or damage to persons or property resulting from the
Packet Pg. 122
2.4.a
use of the Easement Area by Grantee, its members, officers, directors, employees, agents,
contractors, subcontractors, lessees, sublessees, guests and invitees, except for loss, claim or
damage resulting from the sole negligence of Grantor or Grantor's officials, officers, directors,
employees or agents, or the concurrent negligence of Grantor or Grantor's officials, officers,
directors, employees or agents, to the extent of such concurrent negligence. Grantee shall protect,
defend, indemnify and hold Grantor harmless from and against any and all claims, demands,
losses, damages, expenses and liabilities of every kind and description and for any loss to or
damage or destruction of property suffered by Grantor arising out of Grantee's use of the Easement
Area, except to the extent caused by the sole negligence or concurrent negligence of Grantor or
Grantor's officials, officers, directors, employees or agents to the extent of such concurrent
negligence. Grantee agrees that its obligations under this provision extend to any claim, demand,
and/or cause of action brought by or on behalf of any of its employees, or agents. The foregoing
indemnity is specifically and expressly intended to constitute a waiver of Grantee's immunity under
Washington's Industrial Insurance act, RCW Title 51, as respects the Grantor only, and only to the
extent necessary to provide the Grantor with a full and complete indemnity of claims made by the
Grantee's employees. The parties acknowledge that these provisions were specifically negotiated
and agreed upon by them. Grantor shall give Grantee prompt written notice of any suit or
proceeding entitling Grantor to indemnification pursuant to this Section 4 and Grantee shall
thereafter defend Grantor in said suit or proceeding at its sole cost and expense to the extent
required under this Section 4.
GRANTEE, its officials, officers, directors, employees and agents shall not be liable for
any loss, claim or damage to persons or property resulting from the use of the Easement Area by
GRANTOR, its members, officers, directors, employees, agents, contractors, subcontractors,
lessees, sublessees, guests and invitees, except for loss, claim or damage resulting from the sole
negligence of GRANTEE or GRANTEE's officials, officers, directors, employees or agents, or
the concurrent negligence of GRANTEE or GRANTEE's officials, officers, directors, employees
or agents, to the extent of such concurrent negligence. GRANTOR shall protect, defend,
indemnify and hold GRANTEE harmless from and against any and all claims, demands, losses,
damages, expenses and liabilities of every kind and description and for any loss to or damage or
destruction of property suffered by GRANTEE arising out of GRANTOR's use of the Easement
Area, except to the extent caused by the sole negligence or concurrent negligence of GRANTEE
or GRANTEE's officials, officers, directors, employees or agents to the extent of such concurrent
negligence. GRANTOR agrees that its obligations under this provision extend to any claim,
demand, and/or cause of action brought by or on behalf of any of its employees, or agents. The
foregoing indemnity is specifically and expressly intended to constitute a waiver of GRANTOR's
immunity under Washington's Industrial Insurance act, RCW Title 51, as respects the GRANTEE
only, and only to the extent necessary to provide the GRANTEE with a full and complete
indemnity of claims made by the GRANTOR's employees. The parties acknowledge that these
provisions were specifically negotiated and agreed upon by them. GRANTEE shall give
GRANTOR prompt written notice of any suit or proceeding entitling GRANTEE to
indemnification pursuant to this Section 4 and GRANTOR shall thereafter defend GRANTEE in
said suit or proceeding at its sole cost and expense to the extent required under this Section 4.
-2-
Packet Pg. 123
2.4.a
5. Notice. Any notice permitted or required to be given by either party to this
Agreement shall be given in writing and may be effected by certified United States mail, with
return receipt requested, properly addressed, postage prepaid, by reputable overnight delivery
service, or by personal delivery, as follows:
If to Grantor: City of Edmonds
121 51 Avenue N
Edmonds, WA 98020
Attn: City Clerk
If to Grantee: Edmonds Senior Center
220 Railroad Avenue
Edmonds, WA 98020
Attn: Executive Director
or to such other address or to such other person's attention of which notice was given in accordance
with this section. Notice shall be deemed effective upon three (3) days after being properly
delivered as described above.
6. Attorney's Fees and Costs. If either party shall bring an action to enforce the terms
of this Agreement, in any such action the prevailing party shall be entitled to an award of its
reasonable attorneys' fees and reasonable costs. Said costs and attorneys' fees shall include,
without limitation, costs and attorneys' fees incurred in any appeal or in any proceedings under
any present or future federal bankruptcy, forfeiture or state receivership or similar law.
7. Governing Law. This Agreement shall be governed by Washington law.
8. Severability. All provisions of this Agreement are severable and the invalidity or
unenforceability of any provision shall not affect or impair the validity or enforceability of the
remaining provisions.
9. Automatic Termination of Easement. This Easement shall automatically terminate
upon the termination of the Ground Lease. In the event of such termination, the parties hereto
agree to execute all documents necessary to document the termination and remove the
encumbrance from title.
10. Amendment, Recording. This Agreement may be amended or modified only by
written instrument, executed and acknowledged by the parties hereto or their successors or assigns,
recorded with the Snohomish County Auditor.
11. Headings. The headings used herein are for convenience only and are not to be
used in interpreting this Agreement.
12. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes any prior written or oral agreements with respect to the matters described herein.
-3-
Packet Pg. 124
2.4.a
13. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed the original, but which together shall constitute one and the same instrument.
14. Dispute Resolution. Before commencing any suit to resolve a dispute arising out
of this Agreement, the Parties shall attempt to resolve the matter through mediation.
(Remainder of Page Intentionally Left Blank)
GRANTOR:
a
By:
Name:
Title:
GRANTEE:
a
By:
Name:
Title:
me
Packet Pg. 125
2.4.a
STATE OF )
ss.
COUNTY OF )
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated
that he/she was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
Notary Public
Print Name
My commission expires
(Use this space for notarial stamp/seal)
STATE OF
ss.
COUNTY OF
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated
that he/she was authorized to execute the instrument and acknowledged it as the
of to be the free and voluntary act of such
party for the uses and purposes mentioned in the instrument.
Dated:
(Use this space for notarial stamp/seal)
Notary Public
Print Name
My commission expires
-5-
Packet Pg. 126
2.4.a
Exhibit A
BURDENED PROPERTY LEGAL DESCRIPTION
A-1
a
Packet Pg. 127
2.4.a
EXHIBIT "A"
UTILITY EASEMENT
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST,
W.M., IN SNOHOMISH COUNTY, WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT NORTHERN
RAILWAY RIGHT-OF-WAY WITH SOUTH LINE OF SAID GOVERNMENT LOT 2;
THENCE NORTH 42°35'13" EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 150.00 FEET
TO THE TRUE POINT OF BEGINNING;
THENCE AT RIGHT ANGLES TO SAID RIGHT OF WAY LINE NORTH 47-24'47" WEST, A DISTANCE
OF 5.00 FEET;
THENCE NORTH 42'35'13" EAST, A DISTANCE OF 1.19 FEET, -
THENCE NORTH 47°08'59" WEST, A DISTANCE OF 141.82 FEET;
THENCE NORTH 42'38'51" EAST, A DISTANCE OF 6.00 FEET;
THENCE SOUTH 47`08'59" EAST, A DISTANCE OF 89.96 FEET;
THENCE SOUTH 62'57'29" EAST, A DISTANCE OF 53.82 FEET;
THENCE NORTH 42"35'13" EAST, A DISTANCE OF 27.27 FEET;
THENCE NORTH 48°11'24" WEST, A DISTANCE OF 21.38 FEET;
THENCE SOUTH 87'21'22" WEST, A DISTANCE OF 50.68 FEET;
THENCE NORTH 47"08'59" WEST, A DISTANCE OF 16.64 FEET;
THENCE NORTH 42"51'01" EST, A DISTANCE OF 10.00 FEET;
THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 12.45 FEET;
THENCE NORTH 87°21'22" EAST, A DISTANCE OF 42.42 FEET;
THENCE NORTH 41'48'36" EAST, A DISTANCE OF 6.74 FEET;
THENCE NORTH 43°56'43" WEST, A DISTANCE OF 42.13 FEET;
THENCE NORTH 42"51'01" EAST, A DISTANCE OF 10.02 FEET;
THENCE SOUTH 43"56'43" EAST, A DISTANCE OF 39.27 FEET;
THENCE NORTH 41°48'36" EAST, A DISTANCE OF 21.77 FEET;
THENCE NORTH 48'11'24" WEST, A DISTANCE OF 37.54 FEET;
THENCE NORTH 42°51'01" EAST, A DISTANCE OF 20.00 FEET;
THENCE SOUTH 48'11'24" EAST, A DISTANCE OF 37.18 FEET;
THENCE NORTH 41°48'36" EAST, A DISTANCE OF 36.38 FEET;
5-24-Z019
THENCE SOUTH 47°11'24" EAST, A DISTANCE OF 40.77 FEET TO SAID WESTERLY LINE OF THE
GREAT NORTHERN RAILWAY RIGHT-OF-WAY;
THENCE ALONG SAID RAILWAY RIGHT-OF-WAY SOUTH 42°48'36" WEST, A DISTANCE OF 10.00
FEET;
THECNE NORTH 47"11'24" WEST, A DISTANCE OF 30.59 FEET;
THENCE SOUTH 41°48'36" WEST, A DISTANCE OF 72.71 FEET;
THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 7.01 FEET;
I-OFZ.
Packet Pg. 128
2.4.a
THENCE SOUTH 42°26'13" WEST, A DISTANCE OF 19.04 FEET;
THENCE SOUTH 48'11'24" EAST, A DISTANCE OF 17.57 FEET;
THENCE NORTH 42"35'13" EAST, A DISTACNE OF 65.96 FEET;
THENCE NORTH 47"24'47" WEST, A DISTANCE OF 5.00 FEET TO SAID WESTERLY LINE OF THE
GREAT NORTHERN RAILWAY RIGHT-OF-WAY;
THENCE ALONG SAID RAILWAY RIGHT-OF-WAY SOUTH 42"35'13" WEST, A DISTANCE OF 142.45
FEET TO THE TRUE POINT OF BEGINNING.
SITUATE IN THE CITY OF EDMONDS, COUNTY OF SNOHOMISH, STATE OF WASHINGTON.
S-2-+'?-p19
2 of 2
Packet Pg. 129
2.4.a
Exhibit B
BURDENED PROPERTY DEPICTION
a
Packet Pg. 130
2.4.a
EXHIBIT "B"
PTN. OF GOV. LOT 2, SECTION 23, T.27N, R.3E, W.M.
CITY OF EDMONDS, SNOHOMISH COUNTY, WA I
S47'11'24"E 40.77'
S42'48'36"W
10.00'
N47'11'24"W
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N42'51'01'E S48'11'24'
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N43'56'43"W 42.13'
F
N41'48'36"E� N48' 11'24"W
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hR' 21.38'
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12.45' �'1 e L�� 24.27'
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53
10.00' 47'08'59"
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16.64' 5 562 TRUE POINT
S47'08'59"E 89.96'
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OF BEGINNING
NI 42'38'S1 "E-6.00'
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1
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APN: 00724500100000 1.19 wl
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SCALE IN FEET
728 134th Street SW
- Suite 200
1 1 1 I Everett, Washington 98204
Ph: 425 741-3800
DRAWN BY MIE DRAWN CHMIM BY DATE CNEMM FllE N0'
DVW 05/16/19 PTA 05/21/19 222018.009
i
i
Packet Pg. 131
2.4.a
Exhibit C
BENEFITTED PROPERTY
a
Packet Pg. 132
2.4.a
LEASE DESCRIPTION
THAT PORTION OF GOVERNMENT LOT 2, IN SECTION 23, TOWNSHIP 27 NORTH, RANGE 3 EAST, W.M., IN
SNOHOMISH COUNTY, WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF THE GREAT NORTHERN RAILWAY
RIGHT-OF-WAY WITH 50UTH LINE OF SAID GOVERNMENT LOT 2; THENCE NORTH 42°35'13" EAST
ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 150.00 FEET; THENCE AT RIGHT ANGLES TO SAID
RIGHT OF WAY LINE NORTH 47'24'47" WEST, A DISTANCE OF 78.73 FEET; THENCE NORTH 42-35,13"
EAST PARALLEL WITH SAID RIGHT OF WAY LINE, A DISTANCE OF 7.53 FEET TO THE POINT OF BEGINNING;
THENCE NORTH 42`51'01" EAST, A D15TANCE OF 81.04'; THENCE SOUTH 47'Q8'59" EAST, A DISTANCE
OF 1.28 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 28.17 FEET; THENCE NORTH 47-08'59"
WEST, A DISTANCE OF 4.75 FEET; THENCE NORTH 42-51'01" EAST, A DISTANCE OF 18.33 FEET, THENCE
SOUTH 47008'59" EAST, A DISTANCE OF 3.25 FEET; THENCE NORTH 42°51'01" EAST, A DISTANCE OF
23.17 FEET; THENCE NORTH 46'41'06" WEST, A DISTANCE OF 100.13 FEET; THENCE SOUTH 42'5V01"
WEST, A DISTANCE OF 3.00'; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 2.00; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 11.07 FEET; THENCE NORTH 47-08'59" WEST, A DISTANCE OF 2.00
FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47-08'59" EAST, A
DISTANCE OF 2.00 FEET; THENCE SOUTH 42'51'01" WEST, A DISTANCE OF 32.95 FEET; THENCE NORTH
47'Q8'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 3.00 FEET;
THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A
DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42-51'01" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH 47°08'59" EAST, A DISTANCE OF 1.50 FEET;
THENCE SOUTH 42°51'01" WEST, A DISTANCE OF 10.60 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51101" WEST, A DISTANCE OF 3.00 FEET; THENCE SOUTH
47-08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42-51'01" WEST, A DISTANCE OF 10.60
FEET; THENCE NORTH 47`08'59" WEST, A DISTANCE OF 1.50 FEET; THENCE SOUTH 42°51'01" WEST, A
DISTANCE OF 3.00 FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 1.50 FEET; THENCE SOUTH
42°51'01" WEST, A DISTANCE OF 21.35 FEET, THENCE SOUTH 47-08'59" EAST, A D15TANCE OF 1.56
FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 8.51 FEET; THENCE NORTH 47°08'59" WEST, A
DISTANCE OF 1.56 FEET; THENCE SOUTH 42-51-01" WEST, A DISTANCE OF 15.24 FEET; THENCE SOUTH
47`08'59" EAST, A DISTANCE OF 28.25 FEET; THENCE SOUTH 42'51'01" WEST, A D15TANCE OF 12.58
FEET; THENCE SOUTH 47'08'59" EAST, A DISTANCE OF 70.11 FEET TO THE POINT OF BEGINNING
SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASH INGTON.
9-14-ZDLS
Packet Pg. 133
I 2.4.a I
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'-
N47'08'59"W 2.00'-
S42'51'01 "W 3.00'—
S47'08'59"E 2.00'
S42'51 '01 "W 32.95'
N47'08'59"W 1.50
S42'51'01 "W 3.00'-
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01 "W 3.00'-
547'08'59"E 1.50'
N47'08'59"W 1.50'
S42'51'01"W 3.00'
S47'08'59"E 1.50'
N47'08'59"W 1.50'-
S42'51'01"W 3.00',
'i.
TAX ACCT. NO. 27032300104200
N46'41'06"W 100.13'—
CN'R
51'01"W 11.07'
51'01"W 10.60'
51'01 "W 10.60,
S42'51'01 "W 10.60'
-S47'08'59"E 1.50'
N42'51 '01 "E 23.17'
S47'08'59"E 3.25'
N42'51'01 "E 18.33'
N47'08'59"W 4.75'
N42'51'01 "E 28.17'—
S47'08'59"E 1.2B'
PROPOSED LEASE
LYING IN GOVERMENT LOT 2, SECTION 23, TWP 27 N, RGE 3 E
ALONG EXTERIOR OF FOUNDATION PLAN
'51'01"W 21.35'
7'08'59"E 1.56'
51'01"W 8.51'
'--N47'08'59"W 1.56' N42'51'01 "E $1.04'
542'51'01"W 15.24'
ol
op S47'08'59"E 28.25'
LEASE PERIMETER S42'51 '01 "W 12.58'
POINT DF—
P'��.. • . °8; s .. 0. .1.--\ ....BEGINNING
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0 20 40 60 f TA}( ACCT. NO. 27032300104200
f N42'35' 1 YE 7.53'
SCALE IN FEET TAX ACCT. NO. 00724500100000 N47'24'47"W 78.73' '
DES.
728 130 Street SW Sdb 200
l Erma, Wad irgW 98204
IN: 425 741-3800
K
SCALE 1 = 20' SHEET NO.
FB
IW ..
PTA DATI
222018.009
9/14/2018
OF 1 SHEETS
Packet Pg. 134
2.4.b
RESOLUTION NO. 1450
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDMONDS,
WASHINGTON, AUTHORIZING THE EXECUTION OF AN ASSIGNMENT
OF DEPOSIT ACCOUNT AND AN AMENDMENT TO GROUND LEASE IN
RELATION TO THE CITY'S PROVIDING OF $2,000,000 COLLATERAL IN
SUPPORT OF THE EDMONDS SENIOR CENTER'S BORROWING OF UP TO
$2,000,000 FROM FIRST FINANCIAL NORTHWEST BANK TO COMPLETE
CONSTRUCTION OF THE EDMONDS WATERFRONT CENTER.
WHEREAS, the City of Edmonds is a noncharter optional municipal code city which is, and at
all times shall be, duly organized under Title 35A RCW, validly existing, and in good standing
under and by virtue of the laws and regulations of the State of Washington; and
WHEREAS, pursuant to RCW 35A.11.020, the legislative body of each code city shall have all
powers possible for a city or town to have under the Constitution of this state, and not
specifically denied to code cities by law; and
WHEREAS, pursuant to RCW 35A.11.020, the legislative body of each code city shall have any
authority ever given to any class of municipality or to all municipalities of this state before or
after the enactment of Title 35A RCW; and
WHEREAS, pursuant to RCW 35A.11.050, the general grant of municipal power conferred by
Title 35A RCW on legislative bodies of noncharter code cities is intended to confer the greatest
power of local self-government consistent with the Constitution of this state and shall be
construed liberally in favor of such cities; and
WHEREAS, the City of Edmonds, by and through its legislative body, has the full power and
authority to transact the business and activities in which it presently engages or presently
proposes to engage; and
WHEREAS, the Edmonds city council met on March 3, 2020 and March 10, 2020 to discuss and
deliberate concerning the proposed collateral arrangement of the Edmonds Senior Center's
$2,000,000 loan; and
WHEREAS, the Edmonds city council met on March 3, 2020 and March 10, 2020 to discuss and
deliberate concerning the associated amendments to the ground lease between the City and the
Edmonds Senior Center ("ESC"); and
WHEREAS, a quorum of the Edmonds city council met on March 24, 2020 to consider taking
final action on this resolution to approve the assignment of deposit account and the ground lease
amendments; and
Packet Pg. 135
2.4.b
WHEREAS, the loan arrangement with ESC is a benefit to the City and that the City is willing to
grant the $2,000,000 collateral to secure the indebtedness of ESC; and
WHEREAS, the City and ESC have entered into a ground lease that allows ESC to construct a
new building on the City's property; and
WHEREAS, construction of the new building has commenced; and
WHEREAS, the ground lease is being amended to include terms that are intended to make it less
likely that the City's collateral would be called upon by the bank; and
WHEREAS, the ground lease is being amended to clarify other terms that relate to the shared use
of the building and intended use of the building as a place for community gatherings; NOW
THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, HEREBY
RESOLVES AS FOLLOWS:
Section 1. The Assignment of Deposit Account among the City of Edmonds, First Financial
Northwest Bank, and the Edmonds Senior Center, in the amount of $2,000,000, and dated March
13, 2020, as shown in Exhibit A hereto, is approved as to all of its terms.
Section 2. The Amendment to Ground Lease between the City of Edmonds and the Edmonds
Senior Center, attached hereto as Exhibit B, is approved as to all of its terms.
Section 3. Mike Nelson, having been duly elected to serve as mayor of the City of Edmonds,
is hereby authorized to execute on behalf of the City the documents referenced in Sections 1 and
2, above.
Section 4. Scott James, being the duly appointed finance director of the City of Edmonds, is
hereby authorized to provide the security and to make the $2,000,000 deposit contemplated by
the Assignment of Deposit Account referenced in Section 1, above.
Section 5. Mike Nelson and/or Scott James are hereby authorized to do or perform any other
further acts necessary to or proper in order to carry out the provisions of this Resolution.
Section 6. Any and all acts authorized pursuant to this Resolution and performed prior to the
date of the Resolution are hereby ratified and approved.
2
Packet Pg. 136
2.4.b
RESOLVED this 24t" day of March, 2020.
CITY OF EDMONDS
MAYOR, MIKE NELSON
ATTEST:
C LER , SC OTT f . SEY
FILED WITH THE CITY CLERK: March 20, 2020
PASSED BY THE CITY COUNCIL: March 24, 2020
RESOLUTION NO. 1450
3
Packet Pg. 137
ASSIGNMENT OF DEPOSIT ACCOUNT
2.4.b
Principal
Loan Date
Maturity
Loan No
Call /Coll
Account
Officer
Initials
$2,000,000.00
03-13-2020
11-01-2027
270451
LUMM
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing """' has been omitted due to text length limitations.
Borrower: Edmonds Senior Center
220 Railroad Ave
Edmonds, WA 98020
Grantor: City of Edmonds
121 5th Ave N
Edmonds, WA 98020
Lender: First Financial Northwest Bank
207 Wells Ave S
PO Box 1130
Renton, WA 98057
THIS ASSIGNMENT OF DEPOSIT ACCOUNT dated March 13, 2020, is made and executed among City of Edmonds ("Grantor"); Edmonds Senior
Center ("Borrower"); and First Financial Northwest Bank ("Lender").
ASSIGNMENT. For valuable consideration, Grantor assigns and grants to Lender a security interest in the Collateral, including without limitation
the deposit account(s) described below, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with
respect to the Collateral, in addition to all other rights which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" means the following described deposit account(s) ("Account"):
CD Account Number
with Lender with an approximate balance of $2,000
...............
................
together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafti ):radb to the Account; (C) any
and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the for.0..'
In addition, the word "Collateral" includes all of Grantor's property (however owned if owned by more?t( ar( .. o person or entity), in Lender's
...............
possession (or in the possession of a third party subject to Lender's control), whether existing now ctl`t(Cai3tihether tangible or intangible in
character, including without limitation each and all of the following:
(A) All property to which Lender acquires title or documents of title.
(B) All property assigned to Lender.
(C) All promissory notes, bills of exchange, stock certificates, bonds, savings pass�aoi time certificates of clejsY n$urance policies,
and all other instruments and evidences of an obligation.
(D) All records relating to any of the property described in this Collateral seGktrf?:igiitiether in ttteetorm of writing, microfm microfiche, or
electronic media.
BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required<u d .::.this,;Agree ent or by applicable law, (A) Borrower
agrees that Lender need not tell Borrower about any action or inaction Lender take$; ::in:: wv.i:e: W4... rtth this Agreement; (B) Borrower assumes
the responsibility for being and keeping informed about the Collateral; and (C) BorroF�jives any defenses that may arise because of any
action or inaction of Lender, including without limitation any failure of Lender to real izeii6p6h a Collateral or any delay by Lender in realizing
upon the Collateral; and Borrower agrees to remain liable under. the Note no matter fr✓ri;ar action Lender takes or fails to take under this
Agreement.
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Graritir>virarraats'1i'
at the request of Lender; (B) Grantor has the full right, powered>ptftlj4ff+>j
(C) Grantor has established adequate means of obtaining from'13*i`r4pWer oi�r
and (D) Lender has made no representation to Grantor about Boeratitvor or Bo
GRANTOR'S WAIVERS. Grantor waives all requirements of preser(lrri'
or Grantor, or any other party to the Indebtedness or the Collaterat<:F4
Borrower, without first obtaining the consent;:af:�ri�itior: (A) grant arsy
any modification of payment terms or oth'r#r rrnsvri(D) exchange: e
shall affect Lender's rights against GranT(:(Jr:t1lferal.
RIGHT OF SETOFF. To the extent pee r tted by app(i b.0 law, Lender
checking, savings, or some other::: ccr r#eit). This inON..& all accounts
open in the future. However, ttli5 0 S not include: l :IRA:;o..r.,Keogh
law. Grantor authorizes Lend.....................
r) tp h'6i:bxtent per itked fa" a `<` atr......
:.: Y.: APB ::.::::::::::..
n II and a such accounts.............................................................
GRANTOR'S REPRESENTATIONS i
and promises to Lender:.thaL :....
Ownership,: alAt k' iS r 1&
and accept tirterrtlerarjixn±r
No Rr 1 vF A3signment. Grantor
No FurtheC' T'af sfer. Grantor
provided it tt is:':1 grPement.
No Defaults.**',.T..-:he'*Edre no
and promptly dio.:�n
Collateral.
Proceeds. Any and'
received by Grantor shall::.
of the Collateral.
this Agreemerisxecuted at Borrower's request and not
0r::lnto this Agre�[j'Jffi-'and to pledge the Collateral to Lender;
t'l:6:1 ::basis inforion about Borrower's financial condition;
tefriai d a...d" otice of dishonor or non-payment to Borrower
>....;
>do any oft e following with respect to any obligation of any
i of time for any payment, (B) grant any renewal, (C) permit
any Collateral or other security. No such act or failure to act
s a right of setoff in all Grantor's accounts with Lender (whether
holds jointly with someone else and all accounts Grantor may
s, or any trust accounts for which setoff would be prohibited by
charge or setoff all sums owing on the Indebtedness against any
WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
free and clear of all loans, liens, encumbrances, and claims except as disclosed to
ht, power, and authority to enter into this Agreement and to assign the Collateral to
granted a security interest in the Collateral to any other creditor.
sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Collateral except as
slating to the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly
of Grantor under the terms, conditions, promises, and agreements contained in or relating to the
tcement or renewal certificates, instruments, or other benefits or proceeds related to the Collateral that are
held by Grantor in trust for Lender and immediately shall be delivered by Grantor to Lender to be held as part
Validity; Binding Effect. This Agreement is binding upon Grantor and Grantor's successors and assigns and is legally enforceable in
accordance with its terms.
Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, v
ca
protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs Q
involved unless prohibited by law or unless Lender is required by law to pay such fees and costs_ Grantor irrevocably appoints Lender to
execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this Agreement is in effect, Lender may retain the rights
to possession of the Collateral, together with any and all evidence of the Collateral, such as certificates or passbooks. This Agreement will
remain in effect until (a) there no longer is any Indebtedness owing to Lender; (b) all other obligations secured by this Agreement have been
fulfilled; and (c) Grantor, in writing, has requested from Lender a release of this Agreement.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may
Packet Pg. 138
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued)
2.4.b
Page 2
occurrence of any Event of Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of any
certificate or passbook for the Collateral but shall have no other obligation to protect the Collateral or its value. In particular, but without
limitation, Lender shall have no responsibility (A) for the collection or protection of any income on the Collateral; (B) for the preservation of
rights against issuers of the Collateral or against third persons; (C) for ascertaining any maturities, conversions, exchanges, offers, tenders, or
similar matters relating to the Collateral; nor (D) for informing the Grantor about any of the above, whether or not Lender has or is deemed to
have knowledge of such matters.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower or Grantor.
Default in Favor of Third Parties. Borrower or Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or Grantor's
property or ability to perform their respective obligations under this Agreement or any of the Related Documents.
E
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or
0
Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time
Q
made or furnished or becomes false or misleading at any time thereafter.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and.,%#fect (including failure of any
m
10
collateral document to create a valid and perfected security interest or lien) at any time and for any reason::::;::;::::;:':::':::..
Insolvency. The dissolution or termination of Borrower's or Grantor's existence as a going business, ths: ti tzl .. of Borrower or Grantor,
5
the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for:4l%i)• Mefit of creditors, any type of
creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency law:S<'t)y tJi?> gainst Borrower or Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedingsr..*))hgt'..sFSy.#titdicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or Grantor or by any goven�.v.n E taf::.agei a a st any collateral securing
r
the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accour .-►ncluding ding-p ;accounts, with Lender.
m
However, this Event of Default shall not apply if there is a good faith dispute by Borrovuoi :or 6 for as to ti� ...or reasonableness of
#jWOR.
V
the claim which is the basis of the creditor or forfeiture proceeding and if Borrower orii3iaE3r gives Lender wriitn.raEse of the creditor or
+�
.:;:...:;:.:
forfeiture proceeding and deposits with Lender monies or a surety bond for the cr.Kpf..r-forfeiture proceeding
P 9 P Y P g.`ffl:;r1d)Y?Qunt determined
p
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispu#e`'"
.�
Events Affecting Guarantor. Any of the preceding events occurs with respect#....as y guarantgrx dosser, surety, or acr if modation party
4
of an of the Indebtedness or guarantor, endorser, surety, or accommodation.....::. dies or bqq eij incom etent or revokes or disputes the
Y 9 Y� ...(� P P
validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Borrower's or Gird ' .fi t aa[' e r dition, or Lender believes the prospect of
payment or performance of the Indebtedness is impaired.
d
Insecurity. Lender in good faith believes itself insecure
Cure Provisions. If any default, other than a default in I
same provision of this Agreement within the preceding t\n
Borrower demanding cure of such default: (1) cures the
days, immediately initiates steps which Lender deems
continues and completes all reasonable and necessary ste
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence
more of the following rights and remedies, in addition to any ri
Accelerate Indebtedness. Lender may die 9
kind to Borrower or Grantor.
Application of Account Proceeds..::#'ii<
subject to an early withdrawal .perIir #hat I
the Account is with Lender:::dEzirie other
Indebtedness will be paid;:..Fftiwer or G
permitted by law, to pay afo i� fl pcy afte:e,
rights of a secured party urM........ W. ..as116
.................:.:.::.....
concerning security interests, a rulf#jzarit
nonetheless be a part of this Agrer ...
curable and if Graifrinot been given a notice of a breach of the
n'ths, it may be cLiii~d.)f. ntor, after Lender sends written notice to
l it iriy (30) days; or <��):> f the cure requires more than thirty (30)
> ? is to be sii€rycient to cure the default and thereafter
f'fti ptgdi(t ipjjance asboon as reasonably practical.
of Dekfttt;6.ittitirie thereafter, Lender may exercise any one or
dies(Yrriay te=available at law, in equity, or otherwise:
Lender immediately due and payable, without notice of any
ily all furidn;#kie Account and apply them to the Indebtedness. If the Account is
be deductedfrian the Account before its application to the Indebtedness, whether
Any exces<'Tuttls remaining after application of the Account proceeds to the
interests (s;E3o7rower or Grantor may appear. Borrower agrees, to the extent
7f't)?e.... G, eds of the Account to the Indebtedness. Lender also shall have all the
1 . . . ....M...CisiCial Code, even if the Account is not otherwise subject to such Code
..................
i'eri( rjtagree that the provisions of the Code giving rights to a secured party shall
Transfer Title;.afttf:ffect tratS€F fji,Xle upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints
Lender as.:Fi4tLt`?8.f3itt?;tfi
fact t................
eXsCEendorsementsassignments and instruments in the name of Grantor and each of them if
more than e)<wsFiaff= iix<tgq%Wry or reas'iialiEe ::..
Other>'��"j;ifs�� and R m
:,:.,„tg.,..;. a edies . f diar shall havia ar3d may exercise any or all of the rights and remedies of a secured creditor under the
prI1Q[ES>bf the Washington Ll#tja7YiCommerc51`Code, at law, in equity, or otherwise.
Def'icj if J .Ogment. If permitfi zFS . pplicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due
to Lender.xtier.pplication of all ajnts received from the exercise of the rights provided in this section.
Election of#eigedies. Exceptbe prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement dffty. t ether w-0:11" all be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any
remedy shall notEiil,._s�ui.)f any other remedy, and an election to make expenditures or to take action to perform an obligation of
Grantor under this; mom:.! after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its
remedies.
Cumulative Remedies. "'-`,- I] of Lender's rights and remedies, whether evidenced by this Agreement or by any other writing, shall be
cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's
failure to perform, shall not affect Lender's right to declare a default and to exercise its remedies.
NOTICE OF ORAL AGREEMENTS. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
COUNTERPARTS; FAXED SIGNATURES. This document may be executed in any number of counterparts and by different parties to this
document on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute
one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and
Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help
enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection
services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Washington without regard to its conflicts of law provisions. This Agreement has been accepte
Packet Pg. 139
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued)
2.4.b
Page 3
State of Washington.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of King County,
State of Washington.
Joint and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and several, and all references to
Grantor shall mean each and every Grantor, and, all references to Borrower shall mean each and every Borrower. This means that each
Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a
corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the
officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or
created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.
Preference Payments. Any monies Lender pays because of an asserted preference claim in Borrower's or Grantor's bankruptcy will become
a part of the Indebtedness and, at Lender's option, shall be payable by Borrower and Grantor as provided in this Agreement.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Subject to applicable law, and except for notice required or allowed by law to be given in another Manner, any notice required to
be given under this Agreement shall be given in writing, and shall be effective when actually deliverO :ighen actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overng# #:: -owner, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, direct-ed: w: 'b addresses shown near the
beginning of this Agreement. Any party may change its address for notices under this Agreemergi:. wing formal written notice to the
other parties, specifying that the purpose of the notice is to change the party's address. For.;rpia:poses, Grantor agrees to keep
Lender informed at all times of Grantor's current address. Subject to applicable law, and exceptst:tt>:sred or allowed by law to be
given in another manner, if there is more than one Grantor, any notice given by Lender to ar itor-i :e1i .. to be notice given to all
Grantors.
Power of Attorney. Grantor hereby appoints Lender as its true and lawful attorney-in-f&G : irrevocably, with fuf(: pp} gf Qf substitution to do
the following: (1) to demand, collect, receive, receipt for, sue and recover all AM money or other prti El t; 3ii hich may now or
hereafter become due, owing or payable from the Collateral; (2) to execute, sigi;i:fidorse any and all claimsiitseu`ments, receipts,
checks, drafts or warrants issued in payment for the Collateral; (3) to settle o[ i 3 t iinise any and all claims arising} 1 Ltd r the Collateral,
and in the place and stead of Grantor, to execute and deliver its release and sef(iii3ent for the claim; and (4) to file ariyi laim or claims or
to take any action or institute or take part in any proceedings, either in its fsu .,---i.;iAme or in the a3e;of Grantor, or otherwise, which in the
discretion of Lender may seem to be necessary or advisable. This power 'f§:efitri3F):its securilit:: tfe Indebtedness, and the authority hereby
conferred is and shall be irrevocable and shall remain in full force and effecf uritilrieaIncdE::lrehder.
Waiver of Co-Obligor's Rights. If more than one person is obligated for the�[rftrs, Grantor irrevocably waives, disclaims and
relinquishes all claims against such other person which Grantor has or would otliiij { . by virtue of payment of the Indebtedness or
any part thereof, specifically including but not limited to all rights of indemnity, contr#fvior:xoneration.
Severability. If a court of competent jurisdiction finds arty"piaa.v ion. of this Agreemer : o::txe:lllegal, invalid, or unenforceable as to an
circumstance, that finding shall not make the offending y g g prgvi :ijjega1 invalid, or unenfor- s[e to any other circumstance. If feasible,
the offending provision shall be considered modified so thet i i cdri7 3 je tr valid and enforC i ex.: -If the offending provision cannot be so
modified, it shall be considered deleted from this AgreemeE3tiiilless of niuisrecajred by lav✓fTie illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legal[Eyljdity or eriff:ny other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated':II
binding upon and inure to the benefit of the parties, their si'
person other than Grantor, Lender, withadl h-6tice::to Grantor, 1
Indebtedness by way of forbearance::Ea:ftstFfi:without rel....
Indebtedness.
Survival of Representations and': I eiranties. Ali representati
survive the execution and deli�F� �t::xshhis AgreeCfigi shall be
::.. .. .. ....:...
as Borrower's Indebtedne§sst? a paid in fuii3 : ,,::...,,,..
r4fti~>&r'of Grantors interest, this Agreement shall be
9.signs. If" ownership of the Collateral becomes vested in a
rantor's successors with reference to this Agreement and the
from the obligations of this Agreement or liability under the
!s, and agreements made by Grantor in this Agreement shall
nature, and shall remain in full force and effect until such time
Time is of the Essence. Tirrreas dMe esseh i; ti?a': gerf( er ate ':t ;f::fhis Agreement.
Waive Jury. All parties to this
ry p �me..... �reby waive the.:ngh#:to any jury trial in any action, proceeding, or counterclaim brought by any
party against any other party.
DEFINITIONS. Th:#€€Y3pjtplized uttj:ijjt_:.lerms shall have the followingmeanings when used in this Agreement. Unless specifically 9 9 P Y
stated to the co; r s BEE: k &3 E ;;to doll"""`-"-'-- i3ritis..shall mean amounts in lawful money of the United States of America. Words and terms
used in the siri lar:stTa11 iricfuii #jig ;plural, and ft plural shall include the singular, as the context may require. Words and terms not otherwise
defined in.X#3 : jaCement shall' &Y8::3 fneanin6i%WbiiEed to such terms in the Uniform Commercial Code:
Aq04&&he word "Account" 41&-the deposfYaccount(s) described in the "Collateral Description" section.
Agr'The word "Agreemef:`ieans this Assignment of Deposit Account, as this Assignment of Deposit Account may be amended
or mom ::"R' a.;time to time, to& with all exhibits and schedules attached to this Assignment of Deposit Account from time to time.
Borrowr. `l#e e:>uiFrd "Borrower.:::frxeans Edmonds Senior Center and includes all co-signers and co -makers signing the Note and all their
successors atitl':sS511s.
Collateral. The,::" 1 ff1 Bans all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section`'af1M1<;%t:fement.
---------------
Event of Default. The`v�aerfs "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word "Grantor" means City of Edmonds.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any
of the Related Documents.
Lender. The word "Lender" means First Financial Northwest Bank, its successors and assigns.
Note. The word "Note" means the Note dated March 13, 2020 and executed by Edmonds Senior Center in the principal amount of
$2,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the
note or credit agreement.
Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
Packet Pg. 140
2.4.b
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 270451 (Continued) Page 4
BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT AND
AGREE TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 13, 2020.
GRANTOR:
CITY OF EDMONDS
By:
Authorized Signer for City of Edmonds
BORROWER:
EDMONDS SENIOR CENTER
By:
Authorized Signer for Edmonds Senior Center
L—rPro, V- 19.3.0.038 Cop, Fin-tm USA Corporation 1997, 2020. All Rights R... md. - WA c1CFRILPUE90.FC TR-3716
Packet Pg. 141
2.4.b
AMENDMENT TO GROUND LEASE
-ZqA THIS ANND ENT TO GROUND LEASE (this "Amendment"), effective the
day of yj , 2020 ("Effective Date") is between THE CITY OF
EDMONDS, a municipal corporation of the State of Washington (the "City") and THE
EDMONDS SENIOR CENTER, a nonprofit corporation under the laws of the State of
Washington (the "Senior Center").
WHEREAS, the City and the Senior Center entered into a Ground Lease dated April 15,
2019 (the "2019 Lease"), the Term of which is scheduled to expire on April 14, 2059
unless extended by the fifteen -year option to extend in the 2019 Lease; and
WHEREAS, the 2oi9 Lease was recorded in Snohomish County's real property records
under auditor's file number 201911130021; and
WHEREAS, subsequent to the execution and recording of the 2019 Lease, the Senior
Center determined that it would need to obtain a bank loan to complete the construction
of the Edmonds Waterfront Center on the property subject to the 2019 Lease; and
WHEREAS, the Senior Center's new bank loan is expected to take the form of a Line of
Credit / Term Loan in the amount of Two Million Dollars ($2,000,000) (the "Line of
Credit / Term Loan") due to the fact that the Senior Center's fundraising is ongoing,
making it unclear exactly how much money the Senior Center will need to borrow; and
WHEREAS, the Line of Credit / Term Loan will have a Maturity Date of November i,
2027, by which date, the Senior Center shall be required to fully repay any outstanding
balance on the Line of Credit / Term Loan, including all interest and any other amounts
owing to the bank under the terms of the Promissory Note between the bank and the
Senior Center; and
WHEREAS, the Senior Center has asked the City to guarantee the Line of Credit / Term
Loan; and
WHEREAS, the nature of the City's guarantee would be such that the City would be
required to keep $2,000,000 on deposit with the bank while the Senior Center's Line of
Credit / Term Loan is outstanding; and
WHEREAS, under the contemplated lending agreements, if the Senior Center fails to
make timely payments during the term of its Line of Credit / Term Loan or fails to
completely repay any amounts owing under the Line of Credit / Term Loan by the
Maturity Date, the bank would be entitled to deduct from the City's funds on deposit any
amount that the Senior Center fails to pay the bank, including, but not limited to, any
balance still owing the bank as of the Maturity Date; and
WHEREAS, any amount so deducted from the City's funds on deposit, whether during
the term of the Line of Credit / Term Loan or at the Maturity Date, shall be referred to
herein as a Guarantee Payment;
Packet Pg. 142
2.4.b
WHEREAS, the City, while willing to assist the Senior Center, does not intend to make a
permanent loan or gift to the Senior Center in the form of the Guarantee Payment(s)
referenced above, and wants to ensure that the Senior Center's leaders and donors are
sufficiently motivated to facilitate the successful completion of the Senior Center's
capital campaign so that no such payment is necessary; and
WHEREAS, the City intends the terms of this Amendment to provide that motivation;
NOW THEREFORE,
The parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound by the terms and conditions of
this Amendment, agree as follows:
1. Amendment of Ground Lease. The City and Senior Center hereby amend the
following provisions of the 2019 Lease (new text is shown in double underline,
deleted text is shown in ):
a. SECTION 2, entitled "TERM," shall be amended to read as follows:
2.1 Initial Term. The term of this Lease ("Lease Term") shall
extend for a period of Forty (40) years commencing on April 15,
2019, and terminating on April 14, 2059, subject to the right of the
Senior Center to extend the Lease Term as provided in 2.2
belo vherein, and subiect to the provisions of 2.3 below, which
shorten the Lease Term proportionally to the extent of anv
Guarantee Payments made by the City.
2.2 Extension of Lease Term. The Lease Term may be extended
by the Senior Center for an additional period of Fifteen (15) years.
2.2.1 Conditions of Extension. In order for the Senior
Center to extend the Lease Term, it shall (i) it shall not be in
material default at the time of providing Notice of its Lease
Extension and thereafter; (ii) it shall provide written Notice
of its Lease Extension at least one hundred eighty (180) days
prior to the Termination of the Lease TermLan (iiil the Lin
of Credit / Term Loan shall have been fullv paid off by the
Line of Credit Term Loan Maturity Date of November 1.
2027 without any Guarantee Payment needing to have been
made by the Citv at anv time durine the term of the Line of
redit / Term Loan.
2.2.2 Process for Extension. No sooner than three hundred
sixty-five (365) days and no later than one hundred eighty
(180) days prior to the expiration of the Lease Term, Senior
Center shall provide written notice of its intention to exercise
the Extension Term. The City and Senior Center shall meet
Packet Pg. 143
2.4.b
no later than one hundred twenty (120) days prior to the
expiration of the Lease Term to confirm the Extension Term,
discuss any matters pertaining thereto and sign a Lease 0
E
Addendum incorporating the Extension Term and any
mutually acceptable matters pertaining to the Extension
Q
Term.
a,
N
2.3
Shortening of Lease Term. For every One Hundred
c
Thousand
Dollars ($100.0001 of Guarantee Payment made by the
City:
the Lease Term shall be shortened by one year. Any fraction of
m'
a One
Hundred Thousand Dollar Guarantee Payment shall result in
a�
an additional
one year shortening of the Lease Term, including any
Guarantee Payment made resulting from the Senior Center's failure
to make
a timely payment during the term of the Line of Credit /
o
Term Loan. If multiple Guarantee Payments of less than One
Hundred
Thousand Dollars are made during the term of the Line of
W
Credit
/ Term Loan, the sum of the Guarantee Payments shall be
--
tallied
for the impose of determining the extent of the shortened
C
Lease
Term.
E
c
2.3.1 Example #1: if the City's Guarantee Payment equals
W
E
exactly One Million Two Hundred Thousand Dollars
L$1.200.0001. on the Maturity Date, and no Guarantee
Payments are made before the Maturity Date, then the Lease
J
Term shall be shortened by twelve ey ars.
13
C
2.3.2 Example #2: if the MW's Guarantee Payment equals
exactly One Million Two Hundred Thousand and One
Dollars ($1.200.001), on the Maturity Date, and no
Guarantee Payments are made before the Maturity Date.
then the Lease Term shall be shortened by thirteen e
2.3.3 Example #3: if the City's
Guarantee
Payment
equals
0
LO
exactly One Million Two Hundred
Thousand
Dollars
=
($1.200.000), on the Maturity
Date,
and the
City also!
to 2
make three Ten Thousand Dollar
payments during
the term o
of the Line of Credit / Term Loan,
then the Lease
Term
shall
0
be shorted by thirteen years (twelve years for the Guarantee
04
Payment made at the Maturity
Date
and one
year for Thirty
Thousand Dollars paid during
the
term of the
Line of
Credit
a)
/ Term Loanl.
c,
M
2.3.4 Example #4: if the City's
Guarantee
Payment
equals
a
exactly One Million Two Hundred
Thousand
Dollars
a
($1.200.000), on the Maturity
Date,
and the
City also
had
to E
make eleven Ten Thousand Dollar
payments
during
the term
of the Line of Credit / Term Loan,
then the Lease
Term
shall
a
Packet Pg. 144
2.4.b
be shorted by fourteen years (twelve years for the Guarantee
Payment made at the Maturity Date and two years for One
Hundred Ten Thousand Dollars paid during the term of the
Line of Credit / Term Loan),
2.3.5 Example
#5:
if the Citv's
Guarantee Payment equals
exactly One
Million
Two Hundred
Thousand and One
Dollars ($1.200.001),
on the
Maturity Date, and the
OW also
had to make
three
Ten Thousand
Dollar payments during
the
term of the Line of
Credit /
Term Loan. then the Lease
Term
shall be shorted
by
thirteen
years (in this case the three
Ten
Thousand
Dollar
payments
shall be combined in the same
fraction of
$100.00o
as the
One Dollar over the
MWITITI18-1
2.4
Regardless of the amount
or number
of the Guarantee
Payments
made, the provisions of subsection
2.3, above.
shall not
operate
to shorten the Lease
Term to such
an extent as to
rp event
the
Senior Center from satisfying
its duty to
the State of
Washington
Department
of Commerce under
its Leasehold
Promissory
Note and Leasehold
Deed of Trust,
which require
the
Senior
Center to use its $a.000.000
state grant
award as
required
by
the grant contract for
a period of ten (10)
e
b. SECTION 1.2, entitled "Use of the Property," shall be amended to read as
follows:
1.2.1 Allowed Uses of the Propea by the Senior Center. Except as
otherwise provided herein, the Senior Center shall use the Property
for the purpose of constructing, maintaining, and operating a
non-profit community resource center to be known as the
"Edmonds Waterfront Center" serving the needs of the local
population, in particular, poor, infirm and otherwise vulnerable
seniors and other members of the community.
1.2.1.1 Notwithstanding the foregoing, the Senior Center may
from time to time utilize portions of the Property for
revenue -generating activities including, but not limited to,
rentals, catered events and the operation of a +hfift steFe a
eafecoffee kiosk, provided that all revenues generated
therefrom shall be utilized by the Senior Center exclusively
for the purposes set forth in Section 1.2.1, above. For the
purpose of generating such revenue. the Senior Center shall
be authorized to enter into an agreement with a caterer
which would give the caterer exclusive rights to o erp ate a
coffee kiosk. z lunch cafe for low-income seniors (which
would also be open to the public), and a catered event space
at the Edmonds Waterfront Center in exchange for a
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2.4.b
mmerciallv reasonable pavment from the caterer to th
Senior Center, SUBJECT
TO THE FOLLOWING
PROVISIONS:
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1.2.1.1.a.
the City shall be given the opportunity to
provide input on the catering agreement before the
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terms are
finalized:
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1.2.1.1.b.
the term of the catering agreement shall
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be limited
to five years, and any extension thereof
beyond the initial five-year term shall be subject to the
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approval
of the City, which approval shall not be
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unreasonably withheld:
1.2.1.1.c.
regardless of the day, time, or number of
o
attendees,
the caterer's exclusivity rights on the
second floor
of the Edmonds Waterfront Center shall
be limited
to precluding on -site catering served by
--
another
professional caterer
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1.2.1.1.d.
regardless of the dad time, or number of
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attendees
the caterer's exclusivity rights on the second
E
floor of the Edmonds Waterfront Center shall not
preclude
the following: individual meals (e.g.. "sack
lunches")
that are brought by attendees of classes and
vents: potluck
food events: boxed meals that are
delivered
to the site: and other professionally
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spared
food that is delivered to the second floor of
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the Edmonds
Waterfront Center, as long as the food is
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not served
by the vendor or anv other food service
professional:
similarly_, alcoholic beverages maybe
o`
consumed
on the second floor outside of the caterer's
w
exclusjviv
rights, PROVIDED THAT guidelines for
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alcohol consumption
on the second floor will be
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mutually
agreed upon subiect to reauirements of the
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Washington
State Liquor & Cannabis Board:
1.2.1.1.e.
for the purposes of subsections 1.2.1.1.c.
0
and 1.2.1.1.d.. above, the phrase "served by" shall
include any
kind of professionally staffed food service,
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including.
but not limited to, table service for asit-
own meal,
staffed service of or refilling of a buffet.
staffed beverage
op uring. etc.
a
1.2.1.11
except as described in subsection
1.2.1.1.g.
and 1.2.1.1.h.. below, the catering agreement
E
for the first floor of the Edmonds Waterfront Center
shall allow
the caterer to be the oat provider of food
a
Packet Pg. 146
2.4.b
or beverage that is consumed on the first floor, and
may specifically preclude provision of food on the first
floor as would be allowed on the second floor under
subsection 1.2.1.1.d.
1.2.1.1.g. notwithstanding subsection 1.2.1.1.f.
above, the catering agreement shall not require the
purchase of food or beverage from the on -site caterer
where a first -floor event during City Hours is of a tyke
that food and beverage are not needed.
1.2.1.1.h. notwithstanding subsection 1.2.1.11
above, the catering agreement shall: 11 allow cu cp akes
and juice ice purchased from a source other than the
caterer to be served on the first floor during the
Daddy Daughter Dance or other event allowed
pursuant to subsection 1.2.2.1.c.. below: 2) allow the
consumption of coffee and cookies from off -site
vendors and 3) reouire the caterer to spare and
serve a pancake breakfast for all the Ci W 's employees
during the Citv's Annual Holiday Breakfast referenced
in subsection 1.2.2.1.d, below.
1.2.2 Allowed Uses of the PropeM by the City. The City of
Edmonds shall be given access to and use of the Building so it may
offer recreational and other programs to the public. Except for the
first -floor kitchen and coffee kiosareas, the
City will be allowed first -priority use of the Building Monday
through Thursday, 4:001?m — elese 10:0o p.m. (hereinafter the
"City Hours"l. The Senior Center shall have first -priority use of the
Building at all other times (hereinafter the "Senior Center Hours"l.
except as provided in subsection 1.2.2.1. The City and Senior Center
agree to meet on a regular on -going basis (at least quarterly) to
review their respective program schedules and determine whether
there is any unprogrammed (surplus) time after accounting for each
party's program needs during that party's first -priority time
periods. At these meetings each party shall offer its remaining
unprogrammed first -priority time slots to the other party for use by
the other party or by rental to a third -party, PROVIDED THAT all
rental revenue shall accrue to the Senior Center. Senior Center
acknowledges that the grounds surrounding the Property are a
public park and shall remain open to the public subject to the City's
reasonable regulations related to uses, hours, etc.
1.2.2.1 Exceptions to the Senior Center's first -priority use of
the Building. The following are exceptions to the Senior
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2.4.b
Center's first -priority use rights described in subsection
1.2.2, above.
0
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1.2.2.1.a. Office Storage Space. Senior Center shall
construct a lockable space within the Building which
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is suitable for the City's office and/or storage uses.
Senior Center shall finish that space to the same
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degree as other similar spaces within the Building.
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1.2.2.1.b. Summer Time And Other Weekdays When
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Edmonds School District Is Not In Session. The City
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shall have first -priority use of one mutually agreed
upon space for programming on weekdays when the
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Edmonds School District is not scheduled to be in
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session, including weekday holidays, school breaks,
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and summer vacations.
1.2.2.1.c. The Senior Center shall make the banquet
space available to the Citvfor one Saturday evening
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each February, to allow for the scheduling of one -City
0
special event, such as the Daddy Daughter Dance.
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1.2.2.1.d. The Senior Center shall make the banquet
space available to the Citvfor one weekday morning
-j
each December, to host one City special event, such as
the City's Annual Holiday Breakfast.
°
1.2.3 The City is not responsible for repair and/or maintenance of
the Building; provided, however, as part of the City's allowed use of 0
the Building, the City may be charged for mutually agreed upon oL
costs directly associated with its use of the Building (i.e. utilities,
site monitor, cleaning, etc.). PROVIDED THAT the City shall not beLO
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subiect to any rental charges for its use of the Building at any time.
In allocating such operating costs between the parties, the parties
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hall estimate: 11 the number of sauare feet of the Building that are W
used pursuant to a Ci pro ram and duration of that use. including o
any square footage that goes unused during City Hours; 2) the
number of square feet of the Building that are used pursuant to a 04
Senior Center ro ram and duration of that use; and 3) the number
of square feet of the Building that are used pursuant to a revenue- W
generating event or activity and duration of that use. The City shall
only be responsible to nay the o ep rating costs that are estimated to
be associated with the first of these three categories. a
a�
2. City Board Seat. For as long as the Line of Credit / Term Loan is outstanding, the E
City shall be entitled to appoint a City representative to sit as a voting member of
the Senior Center's board and executive committee. a
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2.4.b
IN WITNESS HEREOF, the parties have subscribed their names hereto effective as
of the day, month and year first written above.
LESSEE:
EDMONDS SENIOR CENTER
By�io�,�r
Its:
APPROVED AS TO FORM:
By: Jeff Taraday
City Attorney
LESSOR:
THE CITY OF EDMONDS
i
By: "Milce Nelson
As its Mayor
APPROVED BY CITY COUNCIL ON:
ATTEST:
Ch y lerk
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2.4.b
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMISH
I certify that I have evidence that Mike Nelson is the person who appeared before me, and
said person acknowledged that he signed this instrument, on oath stated that he was authorized to
executed the instrument and acknowledged it as the Mayor of the City of Edmonds, to be the free
and voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: Z Zq/ �'o
S++yr
Jr
201797
J' n+►1►n►��` Ca
STATE OF WASHINGTON
) ss.
COUNTY OF SNOHOMISH
PRINTED NAME: 0 MO L-� f7kie-
NOTARY PUBLIC
In and for the State of Washington
My commission expires:
I certify that I have evidence tha-1D ,/0/- . J ".)the person who appeared before
me, and said person acknowledged that he signed this instrument, on oath stated that he wa
authorized to executed the instrument and acknowledged it as the 'afthe�dmol •N genioi
Center, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
DATED: XA,4111 L6 'Zoe U
J0yy►rr�i
E+�r41-0 JJf
.. s tUi �qT �R'� Am7lfs� fi
� Lr fit'
PRINTED NAME: 6.4yl 95�7 S.
NOTARY PUBLIC
In and for the State of Washington
My commission expires: 6o U
Packet Pg. 150
2.4.c
BUILDING USE AGREEMENT
BETWEEN
EDMONDS SENIOR CENTER
AND CITY OF EDMONDS
FOR USE OF THE EDMONDS WATERFRONT CENTER
This Building Use Agreement ("Agreement") is made and entered into by and between the
EDMONDS SENIOR CENTER (hereinafter referred to as the "Senior Center"), a non-profit
corporation organized under the laws of the State of Washington, as Lessor, and the CITY OF
EDMONDS (hereinafter referred to as the "City"), a non -charter optional municipal code city
organized under the laws of the State of Washington, as Lessee. The Senior Center and City are
sometimes referred to individually as a "Party" and collectively as "the Parties".
RECITALS
WHEREAS, the Senior Center owns and operates the 26,000 sf Edmonds Waterfront Center,
located at 220 Railroad Avenue in Edmonds, Washington; and
WHEREAS, the City owns the land on which the Edmonds Waterfront Center is situated and has
entered into a 40-year ground lease, which includes an additional 15 year option, with the
Senior Center, dated April 2019 and amended March 2020, which is incorporated herein by
reference; and
WHEREAS, the City owns and operates the parking lot and beach access on the Edmonds
Waterfront Center property, which has been designated a regional park, as depicted in Exhibit
A-2 to the Ground Lease, attached hereto; and
WHEREAS, the Parties wish to enter into an agreement to utilize the Edmonds Waterfront
Center to provide a range of activities and programs serving the needs of the local population,
and in particular, poor, infirm and otherwise vulnerable seniors and other members of the
community; and
WHEREAS, the Parties wish to ensure that affordable and quality programming and services are
offered at the Edmonds Waterfront Center; and
WHEREAS, the Parties wish to memorialize their agreement regarding the coordinated use and
control of the Edmonds Waterfront Center building and grounds;
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements, and
performances described herein, and other good and valuable consideration, the Parties hereto
agree as follows:
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2.4.c
Definitions
All capitalized words in this Agreement, other than proper nouns, section headings or words
required to be capitalized for proper usage, are defined terms and shall have the meanings
specifically assigned to them in the following subsections and elsewhere in this Agreement.
Unless otherwise expressly provided, use of the singular includes the plural and vice versa.
A. Additional Costs — means costs that are the direct result of the necessary set up, break
down, and clean-up of a Building space used for a City event when such tasks are
performed by Senior Center staff.
B. Approval — means the prior written consent of a Party or a Party's designated
representative.
C. Banquet Space — means the portion of the Edmonds Waterfront Center located on the
first floor, on the west side of the building and comprised of Banquet Room 1 (2,169 sf)
and Banquet Room 2 (1,545 sf), as depicted in Exhibit A, attached hereto.
D. Building— means the Edmonds Waterfront Center located at 220 Railroad Avenue,
Edmonds, WA 98020.
E. Concessions Operations— means any and all activity associated with securing, storing,
preparing, offering for sale, selling, dispensing or distributing, in any manner, any item
of food or beverage in or from any portion of the Edmonds Waterfront Center.
F. Concessionaire — means any third party that is under contract to provide Concession
Operations at the Edmonds Waterfront Center during the Term of this Agreement.
G. Director— means the Director of Parks, Recreation and Cultural Services at the City of
Edmonds.
H. Executive Director— means the Executive Director of the Edmonds Senior Center.
I. Exclusive Use Areas— means the East hallway of the second floor of the Building, which
includes clinic and administrative space, storage closets, and on the first floor, a
commercial kitchen, flex space and coffee kiosk, which are not available for use by the
City of Edmonds. Exclusive Use Areas are depicted in Exhibit A, attached hereto.
J. Food and Beverage —means any item of food or drink that is sold, given without charge,
or in any other manner dispensed in or from the Edmonds Waterfront Center, except for
water made available from public drinking fountains or sinks.
K. Ground Lease — refers to the ground lease agreement between the City of Edmonds and
the Edmonds Senior Center dated April 2019, and its amendment, dated March 2020.
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2.4.c
L. Premises — means the Building and all other areas covered by the Ground Lease.
M. Schedule — means the days of the week and hours agreed upon for the Parties' use of
the Edmonds Waterfront Center.
N. Sponsorship— means advertising and naming opportunities available within the
Edmonds Waterfront Center.
O. Weekdays — means Monday through Thursday.
II. Use
Subject to the terms and conditions herein, the Senior Center hereby grants to the City
the right to occupy and use the Building for the following purposes: to provide
programming such as classes, camps, seminars, presentations, meeting space,
entertainment and shelter for the local population, subject to the Schedule and other
conditions set forth herein. The City shall not be subject to any rental charges for the
use of the Building at any time, and any operating costs shall be allocated to the City as
set forth in the Ground Lease, as amended (see also Section X — Fees).
III. Term
This Agreement shall be effective on the date it has been fully executed by an
authorized representative of each Party (the "Effective Date") and shall remain in effect
until December 31, 2025. The City may extend the Agreement term in successive five-
year extensions; provided, that in no event shall this Agreement expire later than the
expiration of the Ground Lease, as amended, pursuant to its provisions. In order for the
City to extend the Agreement term, it shall provide notice to the Senior Center of such
extension at least ninety (90) days prior to the end of the then -current Agreement term
Within thirty (30) days of the City's notice of extension, the Parties shall meet and
confirm the extension term, discuss any matters pertaining thereto, and sign an
Agreement addendum incorporating the extension term and any mutually acceptable
matters pertaining to the extension term. If the City fails to provide such notice, the
Agreement shall expire on December 31 of the then -current Agreement term.
IV. Schedule for Use by City
a. The Senior Center has first priority use of the Building for programs and activities
from 8:00 a.m. through 4:00 p.m. Monday through Thursday, and all -day Friday,
Saturday and Sunday, except as clarified below.
b. The Senior Center and the City may coordinate use of Building spaces during
unscheduled hours on a mutually agreed -upon basis.
c. The City has first priority use of all Building spaces not designated as Exclusive
Use Areas from 4:00 p.m. through 10:00 p.m. Monday through Thursday.
d. The City shall have first priority use of one mutually agreed -upon space from
open to close (8am — 10pm) for programming on Weekdays when the Edmonds
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School District is not scheduled to be in session, including Weekday holidays,
school breaks, summer vacations and school closures.
e. The Senior Center shall make the Banquet Space available to the City for one
Saturday evening each February to allow for the scheduling of one City special
event.
f. The Senior Center shall make the Banquet Space available to the City for one
Weekday morning each December to host one City special event, such as the
City's Annual Holiday Breakfast.
V. Building and Equipment Available for Use by City
a. Access. The City shall have access to all areas of the Building except for Senior
Center Exclusive Use Areas.
b. Office/Storage Space. Pursuant to the terms of the Ground Lease, as amended,
the Senior Center shall construct a mutually agreed upon lockable space within
the Building, which is suitable for the City's office and/or storage uses, and shall
finish that space to the same degree as other similar spaces within the Building.
c. Technology. The Senior Center shall provide the City with access to technology,
including full building access to WIFI; the means by which to broadcast programs
to at-home users; AV equipment in the Banquet Space; hard -wired internet in
City office space; and space for a City computer and phone to be located at the
2"d floor reception desk.
d. The City shall have access to the teaching kitchen and game room located on the
2"d floor.
The City shall have access to all existing Senior Center equipment needed in
programming spaces available in the Senior Center to include, but not limited to,
tables, chairs and other equipment to implement programs. Specialty equipment
needed for City programs shall be provided by the City.
VI. Coordination & Modification
a. Pursuant to the terms of the Ground Lease, as amended, the Parties shall meet
on a regular on -going basis (at least quarterly) to review their respective
program schedules and determine whether there is any unprogrammed (surplus)
time after accounting for each Party's program needs during that Party's first -
priority time periods for the following quarter. At these meetings, each Party
shall offer its remaining unprogrammed first -priority time slots to the other Party
for use by the other Party or by rental to a third -party, PROVIDED THAT all rental
revenue shall accrue to the Senior Center.
b. This Agreement can be modified or amended with the mutual consent of the
Director, with the approval of the Edmonds City Council, as needed, and the
Executive Director. Such modification or amendment shall comply with the
provisions of Section XXI II J., below.
c. Under special circumstances, such as a pandemic or natural disaster, the Parties
may agree to temporary modifications of this Agreement to enhance public
benefit.
CI
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2.4.c
VII. Security and Staffing
a. Security and Staffing During Senior Center Exclusive Use. During hours that the
Senior Center or its employees, agents, contractors or licensees are using the
Building, and the City is not using the Building, the Senior Center shall be solely
responsible for staffing and monitoring of activities within and around the
Premises so as to avoid the risk of property damage or personal injury and to
ensure that the Premises and all equipment therein are being used in a legal and
safe manner.
b. Security and Staffing During City Exclusive Use. During hours that the City or the
City's employees, agents, contractors or licensees are using the Building, and the
Senior Center is not using the Building, the City shall be solely responsible for
staffing and monitoring of activities to ensure that the Premises and all
equipment therein are being used in a legal and safe manner.
c. Security and Staffing During Hours of Shared Use. During periods when both the
Senior Center and the City are using the Building, each Party shall have staff on
site who shall be responsible for overseeing the activities of their own program
participants, unless otherwise approved by both Parties.
Vill. Catering, Concession Operations and Rentals
a. Catering in the Building shall be governed by the provisions of Section 1.2.1.1 of
the Ground Lease, as amended. Pursuant to those provisions, individual meals
(e.g., "sack lunches") that are brought by attendees of classes and events;
potluck food events; boxed meals that are delivered to the site; and other
professionally prepared food that is delivered to the second floor is permissible
as long as the food is not served by the vendor or any other food service
professional; similarly, alcoholic beverages may be consumed on the second
floor outside of the caterer's exclusivity rights, PROVIDED THAT guidelines for
alcohol consumption on the second floor will be mutually agreed upon subject to
requirements of the Washington State Liquor & Cannabis Board.
b. Food service programs such as operation of the Commercial Kitchen, Coffee
Kiosk, weekday lunch programs and event catering are not allowable by the City
and will run exclusively through the Senior Center and its contracted caterer, as
set forth in Section 1.2.1.1 of Amendment to Ground Lease.
c. All building rentals shall be managed by the Senior Center to include booking,
payment, setup, cleaning, monitoring by Senior Center staff and damage
mitigation. City sponsored events during first priority usage times are exempt,
and the City shall be responsible for managing all elements of those events.
d. The Senior Center's rights to select a caterer or other concession operations shall
be governed by the terms of the Ground Lease, as amended.
IX. Advertising & Sponsorship
a. The City is not authorized to sell permanent advertising within the Building, to
include room naming and permanent signage.
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2.4.c
b. The City is authorized to hang temporary banners, which may include sponsor
banners, for events held at the Waterfront Center, provided they are removed at
the conclusion of the event and do not cause any damage to the Building.
X. Fees
a. The City shall be charged for its use of the Building only as outlined in the
Ground Lease, as amended (see Section 1.2.3 of Amendment to Ground Lease).
Such charges may include mutually agreed upon costs directly associated with
the City's use of the Building, such as utilities, site monitor if required, cleaning,
and the like.
b. The Senior Center will provide an estimate for any Additional Costs associated
with supporting City sponsored events, which must be approved by the City prior
to incurring such costs.
c. Invoices shall include copies of the bills that pertain to that invoice and a
description of the calculations.
XI. Books and Records; Audit
The Senior Center shall maintain complete and accurate records of costs and expenditures
related to this Agreement, and shall submit to the City, on a semi-annual basis, a detailed
accounting of such costs and expenditures. The City shall have the right, upon reasonable
notice, to inspect all records maintained by the Senior Center pursuant to this Agreement
during regular business hours. The Senior Center shall cooperate with any audit of the
City's records that relates to this Agreement, including the production of any documents
requested by the auditor.
XII. Parking & Beach Access
a. The entire parking lot and beach access associated with the Premises shall
remain open to the public at all times on a first come, first served basis.
b. Changes to parking lot use shall be governed by Section 1.1.1 of the Ground
Lease and shall be at the sole discretion of the City.
c. The Senior Center acknowledges that the grounds surrounding the Building are a
public park and shall remain open to the public subject to the City's reasonable
regulations related to uses and hours.
XIII. Maintenance and Utilities
a. The Senior Center shall be responsible for maintenance of the Building as
provided in the Ground Lease. The City is not responsible for repair and/or
maintenance of the Building, janitorial services, major capital repairs, building
access systems (e.g. keys and cards) fire alarm monitoring, fire suppression
systems or building security. Consideration for the expenses occurring during
City priority use time has been accounted for in Section X.
b. The Senior Center shall construct and maintain any and all utilities and
associated facilities required for the Building and shall be responsible for
payment of all utility expenses associated with the operation of the Building as
A
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2.4.c
set forth in the Ground Lease. For the purposes of this Agreement, the term
"utilities" shall include telephone, internet and cable, heat, light, water, surface
water, power, sewer and for all other public utilities which shall be used in or
charged against the Building during the term of this Agreement. Consideration
for the expenses occurring during the City priority use time as been accounted
for in Section X.
XIV. Responsibility for Damage
Each Party shall be responsible for the costs of repair for damage caused to the Building
or Premises by the actions or omissions of that Party or its employees, agents,
representatives, or licensees. In the event damage is caused by the actions or omissions
of both Parties or their employees, agents, representatives, or licensees, each Party
shall be responsible only for that portion of the damage that the Parties mutually agree
is to be apportioned to that Party.
XV. Removal of Personal Property
Upon the expiration of this Agreement, the City shall surrender the Building to the
Senior Center in a safe and clean condition and remove all of the City's personal
property within fourteen (14) days, or it shall be considered abandoned and become the
property of the Senior Center.
XVI. Dispute Resolution
It is not anticipated that any significant disputes will arise in the course of this Agreement,
and it is the intent of the Parties to resolve all disputes without litigation, to the extent
possible. Should a dispute arise between the Parties, it is agreed that the Director for the
City and the Executive Director for the Senior Center shall meet in an attempt to resolve
the dispute. If the Director and the Executive Director are unable to resolve the dispute
within two (2) weeks of meeting, the dispute will be submitted to a mediator prior to any
arbitration or litigation. The Parties shall exercise good faith efforts to agree on a
mediator. The mediation fee shall be shared equally by the City and the Senior Center.
Mediation shall be non -binding and will be conducted in Edmonds, Washington. Both
Parties agree to exercise good faith efforts to resolve disputes covered by this section
through this mediation process. If a Party requests mediation and the other Party fails to
respond in writing within ten (10) days, or if the Parties fail to agree on a mediator within
ten (10) days, a mediator shall be appointed by the presiding judge of the Snohomish
County Superior Court upon the request of either Party. The findings and
recommendations of the mediator shall only become binding upon the Parties if both
Parties so agree and thereafter execute a settlement agreement based on the mediator's
findings or recommendations. The requirement to mediate may only be waived by mutual
written agreement of the Parties before a Party may proceed to arbitration as provided
herein. In the event that a dispute cannot be resolved through the process outlined
above, unless specifically excluded from arbitration, the dispute will be placed before an
arbitrator in the King/Snohomish County vicinity approved by the Parties.
►A
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2.4.c
XVII. Default and Remedies
a. Default. A Party will be considered to be in material default of this Agreement if
the Party fails to observe or perform any of its obligations under this Agreement,
and such failure continues for a period of thirty (30) days after written notice
thereof to the defaulting Party; provided that, if the nature of the Party's
obligation is such that more than thirty (30) days are required for performance,
then such Party shall not be deemed to be in default if such Party commences
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion. The notice of default shall specify the
portion of the Agreement that the Party has failed to perform and the action the
other Party seeks to be taken to prevent the default. The Parties agree not to
invoke any remedies until the agreed -upon time to cure has elapsed.
b. Remedies. In the event of any default, the non -defaulting Party has the right to
pursue any remedy at law or in equity available under the laws of the State of
Washington. If either Party is required to bring or maintain any action or
otherwise refers this Agreement to an attorney for the enforcement of any
obligation thereof, the prevailing Party in such action shall, in addition to all
other payments required herein, receive from the non -prevailing Party all costs
incurred by the prevailing Party, including reasonable attorneys' fees and costs.
XVIII. Insurance
The City and the Senior Center shall each procure and maintain, for the duration of this
Agreement, insurance against claims for injuries to persons or damage to property which
may arise from or in connection with that Party's operation and use of the Building. The
Parties' maintenance of insurance as required by this Agreement shall not be construed
to limit the liability of that Party to the coverage provided by such insurance, or
otherwise limit the other Party's recourse to any remedy available at law or in equity.
The Parties shall obtain insurance of the types described below:
i. Commercial General Liability —The City and the Senior Center shall each
carry commercial general liability insurance at least as broad as Insurance
Services Office (ISO) occurrence form CB 00 01 covering premises,
operations, products -completed operations and contractual liability. Such
insurance shall be written with limits no less than One Million Dollars
($1,000,000.00) each occurrence and Two Million Dollars ($2,000,000.00)
general aggregate.
Property —The Senior Center shall carry property insurance on the
Building, which shall be written on a Special Form basis and shall be
written covering the full value of the Building. In the event that the City
keeps any of its personal property in the Building, the City shall carry
property insurance in an amount sufficient to cover the full replacement
value of the City's property.
XIX. Fire and Other Casualty
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In the event the Building is destroyed or damaged by fire, earthquake, tsunami or other
casualty to such an extent as to render the building untenantable in whole or in a
substantial part, the term of this Agreement and the obligation to pay shall terminate
with fees prorated to the date of the loss.
XX. Hold Harmless
The Senior Center agrees to indemnify, defend, and hold the City, its officers, officials,
agents, employees, and volunteers harmless from any and all claims, injuries, damages,
losses, demands, suits at law or in equity, actions or liabilities for bodily injury or death
or property damage suffered or alleged to be suffered by the Senior Center, its officers,
officials, agents, employees, invitees or other third parties upon or about the Premises
arising in whole or in part from the Senior Center's negligence or breach of any of its
obligations under this Agreement; provided that nothing herein shall require the Senior
Center to indemnify the City against or hold harmless the City from claims, injuries,
damages, losses, demands, suits, actions or liabilities based solely on the conduct of the
City, its officers, officials, agents, employees and/or volunteers; and provided further
that if any such claims or suits are caused by or result from the concurrent negligence or
breach of: (1) the Senior Center, its officers, officials, agents, employees and/or
volunteers; and (2) the City, its officers, officials, agents, employees and/or volunteers,
this indemnity provision with respect to: (a) claims or suits based upon such negligence
or breach; and (b) the costs to the City of defending such claims or suits, shall be valid
and enforceable only to the extent of the negligence or breach of the Senior Center, its
officers, officials, agents, employees and/or volunteers.
The City agrees to indemnify, defend, and hold the Senior Center, its officers, officials,
agents, employees, and volunteers harmless from any and all claims, injuries, damages,
losses, demands, suits at law or in equity, actions or liabilities for bodily injury or death
or property damage suffered or alleged to be suffered by the City, its officers, officials,
agents, employees, invitees or other third parties upon or about the Premises arising in
whole or in part from the City's negligence or breach of any of its obligations under this
Agreement; provided that nothing herein shall require the City to indemnify the Senior
Center against or hold harmless the Senior Center from claims, injuries, damages, losses,
demands, suits, actions or liabilities based solely on the conduct of the Senior Center, its
officers, officials, agents, employees and/or volunteers; and provided further that if any
such claims or suits are caused by or result from the concurrent negligence or breach of:
(1) the City, its officers, officials, agents, employees and/or volunteers; and (2) the
Senior Center, its officers, officials, agents, employees and/or volunteers, this indemnity
provision with respect to: (a) claims or suits based upon such negligence or breach; and
(b) the costs to the Senior Center of defending such claims or suits, shall be valid and
enforceable only to the extent of the degree of negligence or breach of the City, its
officers, officials, agents, employees and/or volunteers.
XXI. Compliance with Laws
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The Parties in the performance of this Agreement shall comply with all applicable Federal,
State or local laws and ordinances, including all public health and safety guidelines and
requirements of the State of Washington, Snohomish Health District, and the City in
relation to the COVID-19 pandemic. The most recent information regarding the applicable
state, local and federal guidelines and requirements relating to the COVID-19 pandemic
can be found on the Washington State coronavirus response webpage at
www.coronavirus.wa.gov, on the Snohomish Health District website at
https://www.snohd.org/, and on the Centers for Disease Control and Prevention website
at www.cdc.gov. The Parties shall consult this information regularly during the course of
this Agreement to ensure that the latest guidelines and requirements are promptly
implemented.
XXII. Force Majeure
The Parties to this Agreement shall not be required to carry out its terms during a period
when either Party is prevented from doing so by a force majeure event, including
natural disasters such as windstorms and earthquakes, terrorist attacks, pandemics, or
other public safety emergencies, and injunctions or other court orders.
XXIII. General Provisions
a. No Partnership. It is understood and agreed that this Agreement does not create
a partnership or joint venture relationship between the City and the Senior
Center. The City Assumes no liability hereunder or otherwise for the operation of
the business of the Senior Center.
b. Governing Law. This Agreement shall be governed and construed according to
the laws of the State of Washington, without regard to its choice of law
provisions. Venue shall be in Snohomish County.
c. No Benefit to Third Parties. The City and the Senior Center are the only parties to
this Agreement and as such are the only parties entitled to enforce its terms.
Nothing in this Agreement gives or shall be construed to give or provide any
benefit, direct, indirect, or otherwise to third parties. Nothing in this Agreement
shall be construed as intending to create a special relationship with any third
party; neither the City nor the Senior Center intend to create benefits in favor of
any third parties as a result of this Agreement.
d. Notices. All notices required or desired to be given under this Agreement shall
be in writing and may be delivered by hand, in certain cases sent by facsimile
(fax) or electronic mail (email), or by placement in the U.S. mail, postage prepaid,
as certified mail, return receipt requested, addressed to the City at:
City of Edmonds
121 5t" Avenue North
Edmonds, WA 98020
Attn: City Clerk
And to the Senior Center at:
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2.4.c
Edmonds Senior Center
P.O. Box 717
Edmonds, WA 98020
Attn: Executive Director
Any notice delivered by hand delivery shall be conclusively deemed received by
the addressee upon actual delivery; any notice delivered by certified mail as set
forth herein shall be conclusively deemed received by the addressee on the third
business day after deposit in the U.S. Mail. The addresses to which notices are to
be delivered may be changed by giving notice of such change in accordance with
this notice provision.
e. Time of the Essence. Time is of the essence in the performance of and adherence
to each and every obligation of this Agreement.
f. Non -waiver. Waiver by the City or the Senior Center of strict performance of any
provision of this Agreement shall not be deemed a waiver of or prejudice the
City's or the Senior Center's right to require strict performance of the same
provision in the future or of any other provision.
g. Survival. Any obligation set forth in this Agreement, the full performance of
which is not specifically required prior to the expiration of this Agreement, and
any obligation which by its terms are to survive, shall survive the expiration of
this Agreement and shall remain fully enforceable thereafter.
h. Partial Invalidity. If any provision of this Agreement is held to be invalid or
unenforceable, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those to which it is held invalid
or unenforceable, shall not be affected thereby, and each provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
i. Exhibits Incorporated by Reference. All Exhibits attached to this Agreement are
incorporated by reference herein for all purposes.
j. Modification or Amendment. This Agreement may not be modified or amended
except by a writing that has been duly executed by authorized representatives of
each Party.
k. Execution of Multiple Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be an original, but all of which shall
constitute one instrument.
I. Entire Agreement. This Agreement, including its Exhibit A, represents the entire
agreement between the City and the Senior Center relating to the Parties'
agreements relating to the use of the Premises. It is understood and agreed by
both Parties that neither Party nor an official or employee of a Party has made
any representations or promises with respect to this Agreement or the making or
entry into this Agreement, except as expressly set forth herein. No claim for
liability shall be asserted by either Party against the other for, and neither Party
shall be liable by reason of, any claimed breach of any representations or
promises not expressly set forth in this Agreement; all oral agreements between
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2.4.c
the Parties are expressly waived by both Parties. Therefore, no alleged ambiguity
or other drafting issues of the terms of this Agreement shall be construed, by
nature of the drafting, against either Party.
DATED THIS DAY OF 12021.
CITY OF EDMONDS EDMONDS SENIOR CENTER
Michael J. Nelson, Mayor
ATTEST/AUTHENTICATED:
Scott Passey, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
STATE OF WASHINGTON )
ss.
COUNTY OF SNOHOMISH )
Daniel Johnson, Executive Director
I certify that I have evidence that Michael J. Nelson is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Mayor of
the City of Edmonds, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
aeyf1"
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington.
My commission expires:
STATE OF WASHINGTON
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2.4.c
ss.
COUNTY OF SNOHOMISH )
I certify that I have evidence that Daniel Johnson is the person who appeared
before me, and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the Executive
Director of the Edmonds Senior Center, to be the free and voluntary act of such party for
the uses and purposes mentioned in the instrument.
DATED:
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington.
My commission expires:
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2.4.c
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