City of Edmonds - Boys and Girls Club Ground Lease FINALGROUND LEASE
CITY OF EDMONDS
AND
BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY
TABLE OF CONTENTS
LISTOF EXHIBITS..................................................................................................................... ii
GROUNDLEASE......................................................................................................................... 1
SECTION 1. AGREEMENT TO LEASE PROPERTY.......................................................... 1
SECTION2. TERM..................................................................................................................... 2
SECTION3. RENT..................................................................................................................... 2
SECTION 4. BGCSC'S OTHER OBLIGATIONS.................................................................. 3
SECTION 5. CITY AUTHORITY AND OBLIGATIONS...................................................... 5
SECTION 6. INDEMNITY, INSURANCE................................................................................ 5
SECTION7. DEFAULT............................................................................................................. 8
SECTION 8. REPRESENTATIONS....................................................................................... 10
SECTION 9. GENERAL PROVISIONS................................................................................. 10
LIST OF EXHIBITS
EXHIBIT A: Property Description/Boys & Girls Club Footprint
EXHIBIT B: Schematic of adopted Civic Park Master Plan
EXHIBIT C: Civic Park Design Guidelines
GROUND LEASE
CITY OF EDMONDS / BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY
THIS GROUND LEASE (this "Lease"), effective the day of 2023
("Effective Date") is between the CITY OF EDMONDS, a municipal corporation of the State of
Washington (the "City"), and the BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY, a
nonprofit corporation under the laws of the State of Washington (the "BGCSC").
WHEREAS, the City and the BOYS & GIRLS CLUBS OF SNOHOMISH COUNTY
entered into a Lease dated October 29, 2015, the Term of which was scheduled to expire in 2021
unless extended by one or both of the two five-year extensions in that Lease (the "2015 Lease").
WHEREAS, the 2015 Lease encompasses the same real property as this Lease and the
parties intend that this Lease supersede the 2015 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 Description of Property. The City hereby leases to the
BGCSC and the BGCSC leases from the City that certain real property described and shown on
Exhibit A attached hereto located thereon or to be located thereon (the "Property"). The footprint
for the ground lease consists of a 12,000-sf area on the Civic Park site, as shown in Exhibit B,
Civic Park Master Plan. The BGCSC will own and have the option to propose a plan to
accommodate a 20,000-sf new construction building onsite, with the addition of required
infrastructure improvements, utilities, landscaping and any other enhancements located on the
Property or to be located on the Property during the term of this Lease. This will need to be
consistent with the adopted Civic Park Master Plan (see Exhibit B) and the Civic Park Design
Guidelines (see Exhibit Q. As used in this Lease, the term "Improvements" shall mean all
buildings, driveways, infrastructure improvements, utilities, landscaping and any other
enhancements located on the Property or to be located on the Property during the term of this Lease
and made to the Property by the BGCSC.
1.2 Use of the Property.
1.2.1 Allowed Uses of the Property y the BGCSC. Except as otherwise provided
herein, the BGCSC shall use the Property for the purpose of operating a non-profit community
resource center serving the needs of the local youth members of the community.
1.2.1.1 Notwithstanding the foregoing, the BGCSC may from time to time
utilize portions of the Property for revenue -generating activities including, but not limited to,
rentals and events; provided, that all revenues generated therefrom are utilized by the BGCSC
exclusively for the purposes set forth in Section 1.2.1, above.
1
CES\21798\0001\01198017.v1
1.2.2 Allowed Uses of the Property by the CitX. The City of Edmonds may be
given access to the building so it may offer recreational and other programs to the public. A
separate operating agreement will be created to determine City use and City funding. The City will
be allowed use as mutually agreed upon with the Lessee. The City and the BGCSC agree to meet
on a regular on -going basis to review the schedule and plan for uses for both parties other than
what is outlined in this section. The City also will remain the responsible and controlling party for
the grounds surrounding the building. The BGCSC 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, hours, 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 January 1, 2023, and terminating on December 31, 2062, subject
to the right of the BGCSC to extend the Lease Term as provided herein.
2.2 Extension Term. The Lease Term may be extended by the BGCSC for one
additional period of fifteen (15) years.
2.2.1 Conditions of Extension. In order for the BGCSC 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) it shall provide written notice of its Lease Extension at least one hundred eighty
(180) days prior to the expiration of the Lease Term.
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, the
BGCSC shall provide written notice of its intention to exercise the Extension Term. The City and
the BGCSC 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
BGCSC 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" of each calendar year of each year during the Term of this Lease. The parties
mutually agree and acknowledge that the BGCSC's operation of the BGCSC 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 BGCSC's mission is to
enrich the social, physical, and intellectual wellbeing of youth, the City is able to lease the Property
to the BGCSC 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.
2
CES\21798\0001\01198017.v1
SECTION 4. BGCSC'S OTHER OBLIGATIONS
4.1 Construction of Improvements.
4.1.1 City Approval and Ownership. The BGCSC shall undertake no demolition,
construction, 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 to withhold or deny. Consent
shall not be unreasonably denied. In applying its discretion, the City shall consider, among other
factors deemed relevant by the City Council, the intended uses of the Property as described in
Section 1.2 as well as the Property's functionality as a park. The City will allow the BGCSC to
consider three (3) options: (1) improve existing facility; (2) add to existing facility; or (3) demolish
existing facility and build new facility; however, the proposal must be consistent with the Civic
Park Master Plan and Civic Park Design Guidelines and will be subject to City Council approval.
The consent contemplated in this subsection 4.1.1 is separate and apart 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. Any deviation from approved plans
must also be approved, in writing, by the City. Improvements constructed by the BGCSC during
the term of this Lease shall be considered the 13GCSC's property until the date this Lease is
terminated. Upon termination of the Lease Term, together with Extension, if applicable, all
improvements located on the Property shall become the property of the City, excepting trade
fixtures, which may be removed by the BGCSC at its option. The BGCSC 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 in a reasonable time frame not to exceed 60 days, and
may opt to hold one or more public hearings on the schematic design prior to taking action. The
BGCSC 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 BGCSC will also bring forth the design development phase drawings of the facility
to the City Council for approval. The BGCSC 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 to 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. 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 9.18.
4.1.2 Permits. Once approvals have been given by the City under 4.1.1, above,
no Work may commence until the BGCSC obtains and delivers to the City copies of all necessary
governmental permits. The BGCSC must also supply the City with a copy of any occupancy
permit required and any certification required by the fire marshal, prior to the BGCSC's occupancy
of the Property.
4.1.3 Construction Schedule. The consent to perform work in section 4.1.1 must
be given within three (3) years of the signing of this Lease. Construction Work must be completed
within three (3) years of the receipt of consent to perform the Work obtained under Section 4.1.1.
If construction is begun within one (1) year of the receipt of consent and diligently performed
CES\21798\0001\01198017.v1
thereafter, the City will grant the BGCSC a one (1) year extension to complete construction, if
needed, so long as the BGCSC notifies the City of its need for additional time at least 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 the BGCSC's construction to commence in a timely manner
in which case, the BGCSC 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,
land 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, the BGCSC 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. All
landscaping shall be designed by a landscape architect licensed in the State of Washington.
4.1.4 The BGCSC shall be responsible for all repairs for any and all impacts or
damages attributable to the actions of the BGCSC and its invitees to City improvements of Civic
Center Playfield and city street right-of-way and agrees to return improvements to their original
condition at the start of the BGCSC project, including demolition and construction as deemed
acceptable by the City. The BGCCSC shall submit for City review and approval a site access plan
detailing how equipment and materials will be moved in and out of the construction site and how
excavation, grading and construction adjacent to park and street improvements will minimize
impact and prevent damages.
4.2 Maintenance. At all times during the Lease Term and Extension Term, if any, the
BGCSC shall reasonably keep and maintain the BGCSC 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 the BGCSC shall conduct a thorough inspection of the BGCSC
Improvements on the Property and City shall inform the BGCSC of any needed repairs,
maintenance or clean-up to be done in order to maintain the quality of any of the BGCSC
Improvements to the Property, reasonable wear and tear excepted. Such repairs, maintenance and
clean-up shall be done with reasonable dispatch. Prior to entering into the 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 Improvements before the Extension Term of the Lease commences
4.3 No Liens. The BGCSC agrees to pay, when due, all sums for labor, services,
materials, supplies, utilities, furnishings, machinery, or equipment which have been provided to
the Property. If any lien is filed against the Work which the BGCSC wishes to protest, then the
BGCSC 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 from 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 the BGCSC and the BGCSC shall immediately
reimburse the City for any sums so paid to remove any such lien. The BGCSC shall not encumber
the Property or any Improvements thereon without prior written approval of the City. The BGCSC
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
4
CES\21798\0001\01198017.v1
existing facility. The performance bond shall 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. The BGCSC must make arrangements for all utilities and
shall promptly pay all utility charges before they become delinquent. The BGCSC is solely
responsible for verifying the existence, location, capacity and availability of all utilities it may
need for the BGCSC's planned use of the Property. The BGCSC shall be solely responsible for
the cost of extending any existing utility lines into the Property. The Property, as made available
to the BGCSC by the City, shall include utility access for water, sewer, electrical power and
telephone to the edge (back of curb) of the Property. The BGCSC shall be solely responsible for
securing all permits and for meeting all requirements necessary to achieve all of the above.
4.5 Sims. Any signs erected by the BGCSC must comply with all local sign
ordinances. The BGCSC 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, the BGCSC will comply with any new sign code
requirements within a reasonable time after the adoption of such new requirements.
SECTION 5. CITY AUTHORITY AND OBLIGATIONS
5.1 Delivery of Property. The BGCSC shall have the right to possession of the Property
as of the Commencement Date. In the event the City shall permit the BGCSC 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 of this
Lease.
5.2 Quiet Enjoyment. Subject to the BGCSC performing all of the BGCSC's
obligations under this Lease and subject to the City's rights under this Lease and its rights of
condemnation under Washington law, the BGCSC'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 the BGCSC's sub -lessees.
5.3 Condition of Property. The City makes no warranties or representations regarding
the condition of the Property, including, without limitation, the suitability of the Property for the
BGCSC's intended uses or the availability of accessible utilities or roadways needed for the
BGCSC's intended purposes. The BGCSC has inspected the Property, conducted its own
feasibility and due diligence analysis, and accepts the Property in "AS IS" condition, upon taking
possession.
SECTION 6. INDEMNITY, INSURANCE
6.1 General Indemnity. Upon the Commencement Date of this Lease, the BGCSC
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,
5
CES\21798\0001\01198017.v1
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
the BGCSC's use of the Property, or from the conduct of the BGCSC's business, or from any
activity, work or thing done, permitted, or suffered by the BGCSC in or about the Property; this
includes any act, omission or negligence of the BGCSC, its sub -lessees, or its event space renters;
any use, occupation, management or control of the Property by the BGCSC; any condition created
in, on or about the Property by the BGCSC, an agent, sub -lessee, or event space renter, including
any accident, injury or damage occurring in, on or about the Property after the Effective Date; any
breach, violation, or nonperformance of any of the BGCSC's obligations under this Lease by the
BGCSC, its sub -lessees, or event space renters; any damage caused by the BGCSC, its sub -lessees,
or event space renters on or to the Property. The BGCSC'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 BGCSC or its agents or invitees on the Property. As used herein,
the indemnification provided by the BGCSC is intended to include indemnification for the actions
of the BGCSC and its employees and other agents and all of the BGCSC's sub -lessees, event space
renters and all of their respective employees and other agents. The BGCSC's obligations to
indemnify, defend and hold harmless the City hereunder include indemnification of the employees,
agents and elected officials of the City.
The City covenants to protect, save and indemnify the BGCSC, its elected and appointed
officials, volunteers, members and employees while acting within the scope of their duties as such,
and hold the same harmless from and against all claims, demands and causes of action of any kind
or character, including the cost of defense thereof, brought by the City's employees or third parties
on account of personal injuries, death or damage to property arising out of the City's obligations
under this Lease or in any way resulting from the willful or negligent acts or omissions of the City
and/or its agents, employees or respresentatives.
6.2 Insurance Requirements. The BGCSC shall procure and maintain for the duration
of the Lease insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the BGCSC's operation and use of the leased Property. The
BGCSC's maintenance of insurance as required by the Lease shall not be construed to limit the
liability of the BGCSC 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
minimum amounts 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 the BGCSC under
this Lease shall meet the following minimum requirements:
6.2.1 Certificates: Notice of Cancellation. On or before the Commencement
Date, the BGCSC 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
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 BGCSC 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, terminated or allowed to
]apse 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 Extension Term, if
6
CES\21798\0001\01198017.v1
any. Insurance shall not be canceled without the City's consent. The City shall also be given
copies of the BGCSC'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, 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 the BGCSC and shall not in any way be construed by
the carrier to make the City liable for payment of any of the BGCSC's insurance premiums.
6.2.3 Primary Coverage. 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 BGCSC's insurance and
shall not contribute with it.
6.2.4 Company Ratings. All policies of insurance must be written by companies
having an A.M. Best rating of not less than A: VII. The City may, upon thirty (30) days' written
notice to the BGCSC, require the BGCSC to change any carrier whose rating drops below such
rating.
6.3 Required Insurance. At all times during this Lease, the BGCSC shall provide and
maintain the following types of coverage:
6.3.1 Commercial General Liability Insurance. The BGCSC shall maintain an
occurrence form commercial general liability policy (including coverage for broad form
contractual liability; and personal injury liability) for the protection of the BGCSC and the City,
insuring the BGCSC and the City against liability for damages 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 occasioned by reason of the operations of the BGCSC. Such coverage
shall name the City as an additional insured 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. Commercial General Liability insurance shall be written on
Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability.
6.3.2 Property Insurance. The BGCSC shall maintain, in full force and effect
during the Lease Term, "All Risk" property insurance covering all buildings, fixtures, equipment,
and all other Improvements located on the Property. Coverage shall be in an amount equal to One
Hundred Percent (100%) of the new replacement value thereof with no coinsurance provisions.
6.3.3 Builder's Risk. The BGCSC shall maintain, in full force and effect during
construction of the BGCSC's facility described in this Lease, Builders Risk insurance covering
interests of the BGCSC, the City, the Contractor, Subcontractors, and Sub -subcontractors in the
Work. Builders Risk insurance shall be on an all-risk policy form and shall insure against the
perils of fire and extended coverage and physical loss or damage including flood, earthquake, theft,
7
CES\21798\0001\01198017.v1
vandalism, malicious mischief, collapse, temporary buildings and debris removal. Coverage shall
include: 1) formwork in place; 2) all materials and equipment on the Property; 3) all structures
including temporary structures; and 4) all supplies related to the Work being 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
acceptance 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 Waiver of Subrogation. The BGCSC and the City 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 Property or said facility. This release shall apply
only to the extent that such claim, loss or liability is covered by insurance.
6.5 Periodic Review. The City shall have the right to periodically review the limits and
terms of insurance coverage. In the event the City determines that such limits and/or terms should
be changed, the City will give the BGCSC a minimum of thirty (30) days' notice of such
determination and the BGCSC 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
BGCSC's facilities or similar activity centers. The BGCSC 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 Failure to Maintain Insurance. Failure on the part of the BGCSC to maintain the
insurance as required shall constitute a material breach of lease, upon which the City may, after
giving five (5) business days' notice to the BGCSC 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 City on demand.
SECTION 7. DEFAULT
7.1 BGCSC 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 BGCSC:
7.1.1.1 Vacatingthe e Property. The vacation or abandonment of the Property
by the BGCSC for more than thirty (30) days.
7.1.1.2 Failure to Pay Rent. The failure by the BGCSC to make any payment
of rent or any other payment required to be made by the BGCSC 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 BGCSC.
7.1.1.3 Unpermitted 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
8
CES\21798\0001\01198017.v1
shall continue for a period of thirty (30) days after written notice thereof shall be grounds for
default.
7.1.1.4 Failure to Perform. Failure by the BGCSC to observe or perform
any of the covenants or provisions of this Lease to be observed or performed by the BGCSC,
specifically including, without limitation, the BGCSC's utilization of the Property for purposes
materially inconsistent with those set forth in this Lease where such failure shall continue for a
period of thirty (30) days after written notice thereof from the City to the BGCSC; provided, that
if the nature of the BGCSC's default is such that more than thirty (30) days are reasonably required
for its cure, then the BGCSC shall not be deemed to be in default if the BGCSC shall commence
such cure within the thirty (30) day period and thereafter diligent prosecute such cure to
completion. Notice shall specify the portion of the lease the BGCSC has failed to perform.
7.1.2 Remedies in Default. In the event of any default or breach by the BGCSC
under this Lease, in addition to any other remedies at law or in equity, the City may:
7.1.2.1 Terminate the Lease. Terminate the BGCSC's right to possession
of the Property by providing written notice of at least ninety (90) days;
7.1.2.2 Continue the Lease. Maintain the BGCSC's right to possession, in
which case the Lease shall continue in effect whether or not the BGCSC shall have abandoned the
leased Property. In such event, the City shall be entitled to enforce all landlord's rights 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 BGCSC any and all actual expenses, costs and damages caused in any manner
by reason of the BGCSC's default or breach.
7.1.3 Legal Action. If either party commences legal action relating to this lease,
its terms, conditions or enforcements thereof, the prevailing party shall be entitled to all reasonable
costs and attorney's fees incurred in bringing such action. Venue for any such legal action shall
lie exclusively in Snohomish County Superior court.
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) days after written notice by the BGCSC to the City; provided, that if the
nature of the 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 same to completion. The notice shall specify the
portion of the Lease that the City has failed to perform and the action that the BGCSC seeks to be
taken by the City to prevent the default. The BGCSC further agrees not to invoke any remedies
until such thirty (30) days have elapsed.
9
CES\21798\0001\01198017.v1
SECTION 8. REPRESENTATIONS
8.1 Representations of the BGCSC.
8.1.1 The BGCSC is a duly organized and legally existing corporation
under the laws of the State of Washington.
8.1.2 The BGCSC's execution, delivery and performance of all of the
terms and conditions of this Lease have been duly authorized by all requisite corporate action on
the part of the BGCSC. This Lease constitutes the BGCSC's legal, valid and binding obligations,
enforceable against the BGCSC in accordance with its terms 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 the BGCSC's Articles
of Incorporation, Bylaws or other corporate documents.
8.1.3 There is no claim, action, proceeding or investigation pending or, to
the actual knowledge of the BGCSC, threatened in writing, nor is there any legal determination or
injunction that calls into question the BGCSC's authority or right to enter into this Lease or
perform the obligations specified in the Lease.
8.1.4 The BGCSC has not employed any broker, finder, consultant or
other intermediary in connection with the Lease who might be entitled to a fee or commission in
connection with the BGCSC and the City entering into the Lease.
8.2 Representations of the City.
8.2.1 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 calls 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 the BGCSC. The City assumes no
liability hereunder or otherwise for the operation of the business of the BGCSC. The provisions
of this Lease with reference to rents are for the sole purpose of fixing and determining the total
rents to be paid by the BGCSC to the City.
10
CES\21798\0001\01198017.v1
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 to Third Parties. The City and the BGCSC 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 BGCSC intend to create benefits in favor of any third parties as a
result of this Lease.
9.4 Notices. All notices required or desired to be given under this Lease shall be in
writing and may be delivered by hand 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:
And to the BGCSC at:
City of Edmonds
121 5th Avenue North
Edmonds, Washington 98020
Attn: City Clerk
Boys & Girls Clubs of Snohomish County
8223 Broadway — Ste 100
Everett, Washington 98203
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 which
notices are to be delivered may be changed by giving notice of such change in accordance with
this notice provision.
9.5 Time of the Essence. 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 the BGCSC of strict performance of any
provision of this Lease shall not be deemed a waiver of or prejudice the City's or the BGCSC's
right to require strict performance of the same 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
11
CES\21798\0001\01198017.v1
terms are to survive, shall survive the expiration or earlier termination of this Lease and shall
remain fully enforceable thereafter.
9.8 Partial Invalidity. If any provision of this Lease is held to be invalid or
unenforceable, the 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 mean any holiday observed 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.
9.10 Headings. The article and section headings contained herein are for convenience
in reference and are not intended to define or limit the scope of any provisions of this Lease.
9.11 Exhibits Incorporated by Reference. All Exhibits attached to this Lease are
incorporated by reference herein for all purposes.
9.12 Modification. This Lease may not be modified except by a writing signed by the
parties hereto.
9.13 Engagement of Brokers. The BGCSC 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 harmless from any such
claim.
9.14 Right of Parties and Successors 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
`BGCSC" 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 Execution of Multiple Counterparts. 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 No Limit on City's Powers. Nothing in this Lease shall limit, in any way, the power
and right of the City to exercise its governmental rights and powers, including its powers of
eminent domain.
12
CES\21798\0001\01198017.v1
9.18 Non -Binding Mediation. Should any dispute arise between the parties 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 any such dispute will be submitted to a mediator prior
to litigation. The parties agree to exercise good faith efforts to agree on a mediator and to resolve
disputes covered by this section through the mediation process. The parties agree that the
mediation will be conducted through Judicial Dispute Resolution (JDR) in Seattle. If the parties
cannot agree on a mediator, one shall be appointed by JDR. The mediation fee shall be shared
equally by the City and the BGCSC. Either party may commence the mediation process by
contacting JDR and notifying the other party by mail. The mediation shall become binding upon
the parties only upon the execution of a settlement agreement based on the mediator's
recommendation. If a party refuses to participate in the mediation process, either by not paying
the mediation fees or not appearing for mediation, the Superior Court may issue an appropriate
enforcement order or sanction relating to this mediation provision in its discretion.
9.19 This Lease Supersedes. This Lease shall replace and supersede the 2015 Lease.
The parties hereby terminate the 2015 Lease in its entirety as of the effective date of this Lease.
9.20 Recording. A Memorandum of this Lease may be recorded after execution by the
parties.
9.21 Entire Agreement. This Lease represents the entire agreement between the City
and the BGCSC relating to the BGCSC'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 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 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 HEREOF, the parties have subscribed their names hereto effective as of the
day, month and year first written above.
LESSEE: LESSOR:
BOYS & GIRLS CLUBS CITY OF EDMONDS
OF SNOHOMISH COUNTY
Bill Tsoukalas, Executive Director
Mike Nelson, Mayor
APPROVED BY CITY COUNCIL ON:
13
CES\21798\0001\01198017.v1
ATTEST:
Scott Passey, City Cleric
APPROVED AS TO FORM:
Office of the City Attorney
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
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.
DATED:
PRINTED NAME:
NOTARY PUBLIC
In and for the State of Washington.
My commission expires:
14
CES\21798\0001\01198017.v1
STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
I certify that I have evidence that Bill Tsoukalas is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that s/he was
authorized to execute the instrument and acknowledged it as the Executive Director of the Boys
& Girls Clubs of Snohomish County, 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:
15
CES\21798\0001\01198017.v1
EXHIBIT "A"
w
1
N
0
0
19
EDMONDS CIVIC CENTER PLAYFIELD
BOYS & GIRLS CLUB SITE FOOTPRINT
WALKER MACY - FEBRUARY 2023
1
1
mmmm
lm�mw
%fm"mmrmmm�m" t
0 5 10 20 40 NORTH
SCALE: 1 " = 20'-0"
:* t
I
• 4 y 1 ,
1
1 • 1 - ,� y 1 i • (� -
1s I ' � I � • '� _ I .
- 1
• M
s e / • _
Ap
Ar
fit
6,mj
mail
+ l _
41
�•
"AA W-O�_
► ■ r i jiff �fr.' (}i',, Ira
r i
- M N any Hj/
m04-
-
I
'S
i
1■1 1■1
� F
' s •� 1�1 I -- - - - - - - - - - - - - - - - - - - - - - - - - - -----------
I
----—————————————————— — — — — ——
------ — —————
'
I I '
Ra
I I I
------------------- - - - - -- I' L
' r_
t I I ' I M
------------
-------------------
IF
-------------------------
I 1 _
1
. • � I =.l I I i 1 J �I I 1- •
I
\ ! '
a +
I
1 , +
r
-- -------------------- 1
'-----------0------------------ ----
J 3 s
N ` .�
i a > WIN , I
a— — — — — — — — —
r , 1
s�
1 +
' n
- N aAV H49
kp.
1 •im
t tir • (/� '
irePall IL
-_ •
+ a t
AP
ir
4 I
/44
a �I
It
lu
loll
44
2�4ro
EXHIBIT "CII
I l ► : ll��
MEMORANDUM
LANDSCAPE ARCHITECTURE URBAN DESIGN PLANNING
To: Carrie Hite, City of Edmonds Topic: Boys & Girls Club Design
Guidelines
From: Walker Macy Project: Edmonds Civic Center Playfield
SD -CA
CIVIC CENTER PLAYFIELD DESIGN GUIDELINES
Date: 09/11 /2018
Project #: P3282.04
Site Design — Sidewalk Zones and Streetscape Features
Intent: To produce a streetscape that is safe, convenient, comfortable and appealing for
people on foot.
1. Sidewalk materials and design shall meet and match the surrounding park and
the design established in the Civic Center Playfield Master Plan.
2. Amenity Area: Signs, street furniture, lighting, landscaping, etc., shall be located
in the amenity area. Requirements for this area are associated with the Civic
Field Master Plan
3. Clear Walkway Area: Sidewalk area shall maintain a clear 5 foot dimension for
pedestrian travel. Signs, street furniture, planters and other amenities shall not
encroach upon the clear walkway area.
4. Storefront Area: Sidewalk area outside the pedestrian travel area may be used
for outdoor dining and/or display.
Site Design - Service and Storage
Intent: To reduce the visual impacts of storage, trash, and service areas.
1. Storage of trash and recycling and other goods shall be included within the
building envelope. This standard does not apply to temporary uses such as
material storage during construction or street vendors.
2. Any mechanical equipment located on the ground, roof, or wall -mounted and
visible from the street, common areas, the park, or a public vantage point shall
be screened.
3. All on -site service areas, loading zones, outdoor storage areas and similar
activities shall be located in an area not visible from public streets and consider
adjacent public spaces. Consideration shall be given to developing common
service courts at the interior of blocks. Service areas should accommodate
loading, trash bins, recycling facilities, storage areas, utility cabinets, utility
meters, transformers, etc. Service areas shall be located and designed for easy
1218 3RD AVE, SUITE 1310 I SEATTLE, WA 98101 1 PHONE: 206.582.3874 1 WEB: WALKERMACY.COM
Edmonds Civic Center Playfield Design Guidelines
9/11 /2018
Page 2 of 6
access by service vehicles and for convenient access by each tenant. Any
emissions of noise, vapor, heat or fumes shall be mitigated.
Site Design — Public Spaces
Intent: To provide an enhanced pedestrian experience by linking public plazas, courtyards
and other gathering spaces.
1. Outdoor gathering spaces should be oriented toward the south (for solar
exposure) when possible to create a more comfortable space.
2. Buffer plantings should be a minimum of 12' and align with the Civic Center
Playfield plan.
3. Setbacks from the ROW shall meet City Code.
Building Design — Prominent Entrances
Intent: To ensure that entrances are easily identifiable and accessible from streets and
sidewalks.
1. Locate primary entrances so that they are visible from the public right of way.
The entry shall be marked by architectural elements such as canopies,
ornamental lighting fixtures and/or fixed seating that offer visual prominence.
2. The finished floor of the ground floor shall have the same grade as the street
sidewalk and/or adjacent public space and match with the Civic Center Playfield
plan.
3. Ground level detail shall reinforce the character and attractiveness of the
streetscape, provide pedestrian friendly amenities. Facades shall be designed to
be pedestrian friendly through the inclusion of at least four of the following
elements:
a. Kick plates for storefront windows
b. Projecting window sills
C. Pedestrian -scale signage
d. Exterior lighting sconces
e. Containers for seasonal plantings
f. Window box planters
g. Benches and seat walls along 30% of the length of the fagade
h. Cafe tables and chairs on the south side of the building.
i. Match Civic Center Playfield paving system.
j. Brick, tile or stone work on the ground floor fagade
k. A feature not on the list that meets the intent and is approved by
Director.
Building Design — Transparency Zone
Intent: To provide a visual connection between activities inside and outside of buildings.
Edmonds Civic Center Playfield Design Guidelines
9/11 /2018
Page 3 of 6
On all streets: buildings shall include windows with clear vision glass on at least
60% of the area between two and twelve feet above grade for all ground floor
building facades that are visible from an adjacent street or public space. If windows
are not appropriate, decorative art (such as noncommercial murals or relief
sculpture), significant architectural detailing, or wall -covering landscaping may be
used, as approved by the COE.
Building Design — Treatment of Blank Walls
Intent: To soften the visual impact of any wall that does not have windows
Any blank wall shall incorporate at least five of the following features:
1. An architectural plinth (a stone or masonry base at least 36" high)
2. Belt course(s) of masonry
3. A Green Wall. For the purposes of this subsection, a "Green Wall" is defined as
a vertical trellis or cable/wire net systems installed as part of the building
envelope system where climbing plants or cascading groundcovers are trained
to cover these specially designed supporting structures (also commonly referred
to as biowalls, vertical gardens, modular living walls). A Green Wall should be
located in association with a raised planter at least 2 feet high and 3 feet wide
integrated into the building design. A Green Wall shall be planted with climbing
vines or plant materials sufficient to obscure or screen at least 60% of the wall
surface within 3 years
4. Recesses at least 4 feet wide and 2 feet deep
5. Overhanging roof
6. Decorative tile work
7. Accent lighting
8. Artwork that does not contain a commercial message
9. Landscape planting bed at least 5 feet wide, or raised planter bed at least 2 feet
high and three feet wide, in front of the wall. Such planting areas shall include
plant materials sufficient to obscure or screen at least 60% of the wall surface
within 3 years. The applicant shall utilize plant materials that complement the
natural character of the Pacific Northwest; are adaptable to the climatic,
topographic, and hydrologic characteristics of the site; and should include native
species.
10. Seating (benches or ledges)
11. A feature not on the list that meets the intent, as approved by the City of
Edmonds.
Building Design — Massing and Articulation
Intent: To reduce the apparent bulk of buildings and maintain a pedestrian scale, achieved
through consistent building details and proportions on all sides to ensure a "four-sided"
quality to a building and upper -story features that improve the relationship between the
upper stories and the street.
1. Buildings 30 feet in height and taller shall distinguish a "base" at ground level
using articulation and materials such as stone, masonry, or decorative concrete.
Edmonds Civic Center Playfield Design Guidelines
9/11 /2018
Page 4 of 6
2. The "top" of the building shall emphasize a distinct profile or outline with
elements such as a projecting parapet, cornice, upper level step back or pitched
roofline.
3. The "middle" of the building should be distinguished by a change in materials or
color, windows, balconies, step backs and signage.
4. The design of the building shall provide consistent architectural details; colors
and materials shall be consistent on all building walls.
5. Upper stories of buildings should maintain an expression line along the fagade--
such as a change of material, projections, or setbacks —to reduce the perceived
building mass. Upper floor windows should be divided into individual units and
not consist of a "ribbon" of glass.
6. Buildings shall include articulation along all facades Facade details and
elements should be integral to the overall building design and should not appear
added on. The purpose is not to create a regular rigid solution but rather to
break up the mass in creative ways to add visual interest and to reduce a
building's apparent scale. To provide interest and variation appropriately scaled
to the building and all facades shall incorporate all of the following methods:
a. Distinctive roof forms.
b. Integrally textured, colored or patterned materials, such as stone or other
masonry.
c. Windows articulated with mullions, recessed windows, punched
windows, etc., as well as application of complementary articulation
around doorways and balconies.
d. Landscaping:
1. Preferred: A Green Wall. For the purposes of this subsection, a
"Green Wall" is defined as a vertical trellis or cable /wire net
system installed as part of the building envelope system where
climbing plants or cascading groundcovers are trained to cover
these specially designed supporting structures (also commonly
referred to as biowalls, vertical gardens, modular living walls). A
Green Wall should be located in association with a raised planter
at least 2 feet high and 3 feet wide integrated into the building
design. A Green Wall shall be planted with climbing vines or plant
materials sufficient to obscure or screen at least 60% of the wall
surface within 3 years.
2. Alternative if the applicant can demonstrate to the satisfaction of
the City of Edmonds that a Green Wall is not appropriate,
alternative landscaping, architectural, or site design feature(s) of
equal or better means of satisfying the intent may be allowed.
3. Architectural methods of breaking down the fagade, such as
changes of plane or vertical fins.
4. A fagade design that provides an alternative method for creating
visual interest at the pedestrian level, reducing the perceived
building mass, and meets the intent, may be approved by the City
of Edmonds.
Edmonds Civic Center Playfield Design Guidelines
9/11 /2018
Page 5 of 6
Building Design — Roofline and Roof Mounted Equipment
Intent: To ensure that roof forms provide distinctive profiles and interest and to screen
rooftop
mechanical and communications equipment from the ground level of nearby streets and
residential areas. To insure that a buildings mechanical equipment and/or other utility
hardware is well screened from public view to enhance the buildings appearance.
1. Mechanical equipment shall be screened by an extended parapet wall or other
roof form that is integrated with the architecture of the building.
2. No roofline ridge should run unbroken for more than 80 feet.
3. Mechanical equipment and/or other utility hardware for a building located on the
roof, ground or wall mounted on the building, shall be screen from public view
with architectural and/or landscape materials, or they shall be located so as not
to be visible from any street, common areas, or public vantage point.
4. Screening shall be compatible with the building architecture (materials, color,
and scale) and the surrounding landscaping.
5. When using landscaping to screen equipment, plants shall be arranged with a
minimum of 50% coverage at time of installation and be able to grow to fully
screen or shield the equipment within 3 years.
6. Screening with landscaping shall utilize plant materials that complement the
natural character of the Pacific Northwest; are adaptable to the climatic,
topographic, and hydrologic characteristics of the site; and that include native
plant species whenever possible.
Building Design — General
Intent: To require additional features to be incorporated into higher density residential
development when located adjacent to properties zoned for lower density single-family use
in order to enhance the compatibility between uses. Mechanical equipment shall be
screened by an extended parapet wall or other roof form that is integrated with the
architecture of the building.
1. Incorporate at least four of the following architectural features:
a. Recessed Entry
b. Dormers
c. Higher Quality Materials
d. Distinctive Roof Forms
e. Upper Level Balconies
f. Gables
g. Window Patterns
h. A feature not on the list that meets the intent and is approved by the City
of Edmonds.
i. Flat blank walls shall not be visible from the street or common areas, or
public vantage point.
2. Exterior cladding shall utilize masonry, concrete, and metal materials and
color palette as approved by City of Edmonds for the use within the park.
3. Utilize sunscreens and metal canopies at entries and all glazed openings
on south and west facades to match the character and materials of the
restroom structures within the park.
Edmonds Civic Center Playfield Design Guidelines
9/11/2018
Page 6 of 6
4. Integrate wood feature elements to match materials used at park shade
structure.
*Design Standards for the BD Zones remain applicable.